Brightstar Resources

Brightstar to Drive Consolidation of Sandstone District

Brightstar and Alto enter into scheme implementation deed. Brightstar acquires Montague East Gold Project from gateway. Brightstar placement to Raise $24 Million.

Brightstar Resources Ltd (ASX: BTR) (Brightstar) and Alto Metals Limited (ASX: AME) (Alto) are pleased to announce that they have entered into a binding Scheme Implementation Deed under which Alto agrees to propose a scheme of arrangement between Alto and its shareholders under Part 5.1 of the Corporations Act 2001 (Cth) (Scheme).


Highlights:

  • Brightstar Resources Limited (Brightstar) and Alto Metals Limited (Alto) have entered into a Scheme Implementation Deed (SID) under which Alto agrees to propose a Scheme of Arrangement (Scheme) for the acquisition of 100% of Alto
  • Concurrently, Brightstar has entered into a Tenement Sale Agreement with Gateway Mining Limited (Gateway) under which Brightstar has agreed to acquire 100% of the Montague East Gold Project (with Gateway to retain all non-precious metal rights) for consideration of $14.0m comprising cash, scrip and contingent payments (Montague Acquisition)
  • Under the Scheme, Alto shareholders will receive 4 Brightstar shares for each Alto share held on the Record Date (Scheme Consideration)
  • The Scheme Consideration has an implied value of approximately 6 cents1 per Alto share, representing a significant premium of:
    • ~82% to the closing Alto share price of 3.3 cents per share on 30 July 2024; and
    • ~81% to Alto’s 30-day VWAP of 3.3 cents per share up to and including 30 July 2024
  • The Scheme Consideration implies a fully diluted equity value for Alto of $44.4m
  • The Alto Board unanimously recommends the Scheme, and the Alto Directors intend to vote all Alto shares in which they have a relevant interest in favour of the Scheme, in each case in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Alto shareholders2
  • Alto’s largest shareholder, Windsong Valley Pty Ltd representing ~15% of the Alto shares on issue, has confirmed to Alto that it intends to vote such of those shares that it holds at the time of the Scheme vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Alto shareholders
  • Brightstar to raise up to $24m (before costs) at 1.5 cents per share via a two-tranche placement (Placement), which represents a nil discount to the last traded price
  • The Scheme is conditional on completion of the Placement, however neither the Placement nor the Montague Acquisition are conditional on completion of the Scheme
  • Following completion of the Placement, the Scheme, the Montague Acquisition and the issue of Topdrill Shares and Genesis Shares (refer below), the pro forma Brightstar Group (Combined Group) will have:
    • Pro-forma 3.0Moz Au of JORC (2012) Mineral Resources3
    • Pro-forma cash position of $31m with potential debt finance facilities totalling $36m
    • Strategic ~1,100km2 landholding in the Sandstone region provides a third production hub (Sandstone Hub) to complement existing Brightstar production, development and exploration asset portfolio
    • Existing shareholders of Brightstar (including Placement participants), Alto and Gateway holding approximately 66%, 29% and 5% of the Combined Group4
  • Brightstar has separately executed a Non-Binding Indicative Offer (NBIO) with a South Korean strategic investor for a multi-tranche investment of $40m, including an upfront $4m equity investment (unconditional and included in the Placement) and a $36m gold offtake financing arrangement

OVERVIEW

Under the terms of the Scheme, Brightstar will acquire 100% of the shares in Alto and each Alto shareholder will receive 4 new Brightstar shares for each Alto share held on the record date for the Scheme5.

In addition to the Scheme, Brightstar, via a newly incorporated wholly owned SPV ‘Montague Gold Project Pty Ltd’ (MGP), has entered into a Tenement Sale Agreement with Gateway Mining Limited (ASX:GML) (Gateway), and its wholly owned subsidiary Gateway Projects Pty Ltd (GPWA), under which MGP proposes to acquire Gateway and GPWA’s interests held in certain mining tenure in respect of Gateway’s Montague

East Gold Project, with MGP obtaining 100% of the gold mineral rights and Gateway retaining all other mineral rights (Montague Acquisition).

The Montague Acquisition is not conditional on the Scheme completing and, subject to the satisfaction of the relevant conditions precedent (see description further below), will proceed independently of the Scheme.

On implementation of the Scheme and completion of the Montague Acquisition, Brightstar will become a significant junior West Australian gold explorer, developer and producer with a material exploration and development platform. The Scheme and Montague Acquisition will consolidate highly prospective exploration ground in the Sandstone region which will complement Brightstar’s existing production, development and exploration asset portfolio, for the benefit of both Brightstar, Alto and Gateway shareholders.


Click here for the full ASX Release

This article includes content from Brightstar Resources, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.

BTR:AU
Brightstar Resources

Brightstar Resources Investor Kit

  • Corporate info
  • Insights
  • Growth strategies
  • Upcoming projects

GET YOUR FREE INVESTOR KIT

The Conversation (0)
Brightstar Resources

Brightstar Resources


Keep reading...Show less
Maiden Sandstone drilling program delivers high grade gold

Maiden Sandstone drilling program delivers high grade gold

Brightstar Resources (BTR:AU) has announced Maiden Sandstone drilling program delivers high grade gold

Download the PDF here.

Successful $30m placement supports production growth in 2025

Successful $30m placement supports production growth in 2025

Brightstar Resources (BTR:AU) has announced Successful $30m placement supports production growth in 2025

Download the PDF here.

BTR accelerates Second Fortune high-grade mine development

BTR accelerates Second Fortune high-grade mine development

Brightstar Resources (BTR:AU) has announced BTR accelerates Second Fortune high-grade mine development

Download the PDF here.

Gold bar on top of gold nuggets.

Top 5 Canadian Mining Stocks This Week: O3 Mining Up 60 Percent on Agnico Eagle Takeover Deal

Welcome to the Investing News Network's weekly look at the best-performing Canadian mining stocks on the TSX, TSXV and CSE, starting with a round-up of Canadian and US news impacting the resource sector.

The S&P/TSX Venture Composite Index (INDEXTSI:JX) fell 1.12 percent on the week to close at 607.84 on Friday (December 13). Meanwhile, the S&P/TSX Composite Index (INDEXTSI:OSPTX) posted a 1.71 percent decrease to hit 25,274.3, and the CSE Composite Index (CSE:CSECOMP) sank 2.68 percent to reach 131.45.

The US Bureau of Labor Statistics released November consumer price index (CPI) data on Wednesday (December 11).

The report shows the all-items index increased by 0.3 percent monthly, compared to the 0.2 percent recorded in each of the previous four months. Core CPI was also up 0.3 percent, steady compared to the previous three months.

Keep reading...Show less
larry lepard, gold, silver, bitcoin

Lawrence Lepard: "Big Print" Coming — Fully Expect US$5,000 Gold, US$200,000 Bitcoin

Speaking to the Investing News Network, Lawrence Lepard, managing director at EMA, voiced his thoughts on the outlook for gold and Bitcoin as the debt doom loop intensifies in the US.

"I call it a doom loop — it's a vicious circle in the wrong direction, which I believe will ultimately lead to the government having to say, 'Okay, this isn't going to work. We are going to institute yield curve control or QE, or we're going to buy the bonds,'" he explained on the sidelines of the New Orleans Investment Conference.

Lepard believes it's important to hold both gold and Bitcoin, noting that the only wrong allocation is zero.

Keep reading...Show less
Chris Temple, uranium symbol and gold bars.

Chris Temple: Gold's Next Leg Higher, Plus Uranium and Natural Gas in 2025

Chris Temple, founder, editor and publisher of the National Investor, outlined the main factors he sees impacting the gold price heading into 2025, saying the yellow metal will undoubtedly move higher.

In his view, its rise will come as market participants realize how many problems the US economy is facing.

"I think that once that reality sets in, gold will get its next big lease on life and the stock market is going to bog down. I think we're going to see a lot of rotation in the market that will start to favor real assets and real value — away from everybody chasing the same relative handful of stocks as we've seen," Temple explained.

Keep reading...Show less
Gold bars stacked in ascending order.

WGC: Gold to Face Complex Drivers in 2025, Price Likely to Cool After Record-Breaking Year

The World Gold Council (WGC) has released its 2025 gold outlook, highlighting various macroeconomic factors, geopolitical risks and central bank activity as pivotal forces influencing demand and prices.

While 2024 saw gold achieve a stellar performance with a 28 percent annual increase, the outlook for 2025 is characterized by a mix of opportunities and challenges stemming from both global and regional developments.

The yellow metal has benefited from its historical role as a hedge against uncertainty, but the WGC forecasts that its performance next year will depend on other key variables as well.

Keep reading...Show less
Brightstar Resources Managing Director Alex Rovira.

Increased M&A Activity a Win-Win for Gold Sector, Brightstar Resources Exec Says

Following the completion of its acquisition of Alto Metals, Brightstar Resources (ASX:BTR) plans to conduct 50,000 metres of reverse-circulation and diamond drilling, beginning next year, at Alto Metals' approximately 900 square kilometre Sandstone gold project in Western Australia.

In an interview with the Investing News Network, Brightstar Managing Director Alex Rovira outlined the next steps for merging Alto Metals with Brightstar’s assets and the strategy for moving forward.

“From an exploration perspective … it's really focusing on the Sandstone package. We will do near-mine brownfields exploration at our Menzies and Laverton gold projects. And really, the aspiration there is to take a number of those mines toward development decisions,” he said.

Keep reading...Show less
Horizon Minerals

Horizon Minerals

Keep reading...Show less
Brightstar Resources

Brightstar Resources Investor Kit

  • Corporate info
  • Insights
  • Growth strategies
  • Upcoming projects

GET YOUR FREE INVESTOR KIT

Latest Press Releases

Related News

×