Brightstar Resources Limited (ASX:BTR) (Brightstar) and unlisted Linden Gold Alliance Limited (Linden) are pleased to announce that they have entered into a Bid Implementation Agreement (BIA), pursuant to which Brightstar will acquire all of the issued ordinary shares and options in Linden via an unanimously recommended off-market scrip takeover offer (Offer).

Highlights:

• Brightstar Resources Limited (Brightstar) to acquire Linden Gold Alliance Limited (Linden) via unanimously recommended off-market scrip takeover offer (Offer)
• Linden is a gold producer, developer and explorer with existing mineral resources of 350koz @ 2.1g/t Au¹ near Brightstar in the Laverton district
• Under the Offer, Linden securityholders are to receive 6.9 Brightstar shares for every 1 Linden share held and 6.9 Brightstar options for every 1 Linden option held, equating to an implied Offer price of 11.04 cents per share²
• The Offer implies an undiluted equity value for Linden of approximately $23.7 million³
• Linden’s Directors unanimously recommend Linden shareholders accept the Offer, in the absence of a superior proposal
• Linden Directors representing 13.2% and Linden’s major shareholders, including St Barbara Limited (St Barbara), representing approximately 67.3% have signed pre-bid agreements with Brightstar or have signed intention statements to accept the Offer in respect of all current Linden shares and Linden options they own and control, in each case in the absence of a superior proposal
• The Offer is subject to conditions including a minimum 90% acceptance condition by the Linden shareholders and Linden optionholders
• Brightstar has entered into a trading halt to raise up to A$12.0 million at A$0.014 per share via a two-tranche placement (Placement), which is not subject to the Offer being successful
• Strong cornerstone support from Brightstar and Linden’s major shareholders Collins Street Asset Management and St Barbara for a total $4.3 million of the Placement.
• Mining investment house Lion Selection Group (ASX:LSX) have committed to $2 million in the Placement to become a Brightstar shareholder
• Linden Directors Andrew Rich and Ashley Fraser to be appointed as Executive Director and Non-Executive Director respectively of Brightstar at successful completion of the Offer
• Highly regarded natural resources industry professional Richard Crookes will join the Board of Directors as Independent Non-Executive Chairman subject to the successful completion of the Offer.
• Strengthened pro forma balance sheet ($22m cash and nil debt) provides operational flexibility and allows Brightstar to fast-track the development for the enlarged portfolio of assets
• Brightstar to assume the deferred consideration obligations to the vendors of Lord Byron Mining Pty Ltd to Linden and the contingent payment obligations to St Barbara
• The combination of Linden and Brightstar will create a gold producer and development company with a material resource base that supports our strategy of becoming a mid-tier gold producer

Under the terms of the Offer, each Linden Shareholder will receive 6.9 Brightstar shares for every one Linden share held (Exchange Ratio).

The unlisted options held by the Linden optionholders, if not exercised into ordinary shares before the Offer closes, will be exchanged for unlisted options in Brightstar (having various exercise prices between nil and of $0.036 per option and expiry date of 25 February 2025 (Brightstar Options)) on comparable terms, applying the Exchange Ratio under the Offer.

Following implementation of the Offer, shareholders of Brightstar and Linden will hold 62% and 38%, respectively. The Offer implies an undiluted equity value for Linden of approximately $23.7 million.

SUPPORT FROM LINDEN DIRECTORS AND MAJOR SHAREHOLDERS

Linden’s Directors have unanimously recommended that Linden shareholders and optionholders accept the Offer, in the absence of a superior proposal.

All of the Directors of Linden intend to accept or procure the acceptance of any Linden shares (representing 13.2% of Linden’s current shares on issue) and options (representing 2.5% of Linden’s current options on issue) that they own or control, in the absence of a superior proposal.

St Barbara has entered into a pre-bid acceptance agreement with Brightstar under which it has agreed to accept the Offer in respect of its existing 19.8% holding in Linden, in the absence of a superior proposal.

Furthermore, Linden major shareholders and their associated entities (Mako Mining Pty Ltd (Mako), Mine Trades and Maintenance – Electrical Pty Ltd (MTM) and Blue Capital Equites Pty Ltd (BCE)) have each separately advised the Linden Board that they intend to accept the Offer in the absence of a superior proposal (representing a further 47.5% of Linden’s current shares on issue and detailed in Annexure A).

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