AuStar Gold Limited (ASX: AUL) (AuStar Gold) and White Rock Minerals Limited (ASX: WRM) (White Rock) refer to the Companies’ joint announcement on 22nd June in relation to the proposed merger of AuStar Gold and White Rock (Merger) by way of a share scheme of arrangement (Share Scheme) and option scheme of arrangement (Option Scheme) (together, the Schemes) and the orders made by the Federal Court of Australia convening the meetings of AuStar Securityholders to vote on the Schemes (Scheme Meetings) and approving the despatch of the Scheme Booklet to AuStar Securityholders.
AuStar Gold and White Rock are now pleased to announce that the Independent Expert has concluded that each of the Schemes is fair and reasonable and therefore in the best interests of the AuStar Securityholders.
AuStar Gold and White Rock are pleased to confirm that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet is attached to this announcement and will also be available on AuStar’s website www.austargold.com and on White Rock’s website www.whiterockminerals.com.au.
The Scheme Booklet, which also contains the notice of the Scheme Meetings, will be despatched to AuStar Gold Securityholders by Thursday, 1 July 2021.
If the Share Scheme is implemented, AuStar shareholders will receive consideration of 0.78 new White Rock shares for each AuStar share they hold at 7.00pm (AEST) on the Record Date, which is currently expected to be Monday, 16 August 2021.
If the Option Scheme is implemented, AuStar listed optionholders will receive 1 new White Rock option exercisable at $0.77 and otherwise on substantially the same terms as the terms of the AuStar listed options, for every AuStar listed option they hold at 7.00pm (AEST) on the Record Date.
AuStar Securityholders should read the Scheme Booklet in its entirety, including the material
accompanying it, before deciding whether to vote in favour of the Schemes.
The Scheme Booklet includes a copy of the Independent Expert’s report prepared by RSM Corporate Australia Pty Ltd (Independent Expert), which concludes that each of the Schemes is fair and reasonable and in the best interests of AuStar Securityholders.
The Schemes continue to be unanimously recommended by the AuStar Gold Board, subject to no superior proposal emerging for AuStar Gold and the Independent Expert continuing to conclude that the Schemes are in the best interests of AuStar Gold Securityholders.
Each AuStar Gold director intends to vote, or procure the voting of, all AuStar shares and listed options held or controlled by them in favour of the Schemes, subject to the same qualifications.
The Scheme Meetings, at which AuStar Securityholders will vote on the Schemes, will be held
consecutively commencing at 10.00am (AEST) on 30 July 2021, at the offices of Maddocks, Level 25, Tower 2, 727 Collins Street, Melbourne, Victoria.
Each Securityholders vote is important to determine whether the Schemes proceed. The two Schemes are conditional upon each other. If the Share Scheme or Option Scheme is not approved by the requisite majorities of AuStar Securityholders or the Court, neither of the Schemes will become Effective and the Merger will not proceed.
All registered AuStar Securityholders as at 7.00pm (AEST) on 28 July 2021 will be eligible to vote at the Scheme Meetings and are encouraged to do so.
AuStar Securityholders do not need to attend the Scheme Meetings in person to vote, as their vote can be made by proxy by completing the personalised proxy form enclosed in the Scheme Booklet. Instructions for proxy lodgement, including an option to lodge the proxy form online, are included on the proxy form. Given the current uncertainty regarding COVID restrictions AuStar Securityholders are strongly encouraged to lodge their votes by proxy prior to the Scheme Meetings.
If after reading the Scheme Booklet, AuStar Securityholders have any further questions regarding the Schemes please contact the shareholder information line on 1300 636 752 (within Australia) or +61 2 8318 7933 (outside of Australia), Monday to Friday (excluding public holidays), between 9.00am and 5.00pm (AEST).
AuStar and White Rock will continue to update AuStar Securityholders as to any material developments in relation to the Schemes.
This announcement has been approved for release by the Boards of AuStar Gold and White Rock.
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