
May 02, 2023
The Board of Breaker Resources NL (ASX: BRB; the Company or Breaker) has been notified by Ramelius Resources Limited (ASX:RMS) (Ramelius) that acceptance forms received in relation to the takeover Offer for Breaker announced on 20 March 2023 (the Offer), have now reached in excess of 50.1% of Breaker’s issued share capital.
Subject to the terms of the Bid Implementation Agreement (BIA) released to the ASX on 20 March 2023, Ramelius has now declared the Offer unconditional and has also accelerated the payment terms for Breaker shareholders who ACCEPT the Offer to within ten business days from receipt of their acceptance forms.
The Board of Breaker unanimously recommends that Breaker shareholders who have not yet accepted the Offer do so without delay to realise the benefits of becoming shareholders of the merged group which are outlined in Breaker’s Target Statement released to the ASX on 11 April 2023. These benefits include becoming a shareholder of a Top 10 Australian domestic gold producer with two operating gold production hubs with an annual profitable gold output of 240,000-280,000oz per annum. Furthermore, the merged entity will look to combine the Lake Roe Gold Project with the Lake Rebecca Gold Project to establish a third gold production hub in Western Australia.
BOARD CHANGES
Subject to the terms of the BIA and Ramelius’ intentions which are set out in the Bidder’s Statement released to the ASX of 27 March 2023, Ramelius now has the right to appoint such number of nominees so as to comprise the majority of the Breaker Board.
Non-Executive Chairman Peter Cook and Executive Director and CEO Sam Smith will remain on the Breaker Board to manage the interests of Breaker shareholders until Ramelius reach compulsory acquisition of the Company (which includes a 90% relevant interest in Breaker) or the Offer period expires. Ramelius will appoint three new Directors and a joint Company Secretary.
REMAINING BREAKER SHAREHOLDERS
The Board of Breaker advises that shareholders who do not accept the Offer by the closing date of 7pm EST on Monday 15 May 2023, pending any further extensions by Ramelius, risk losing influence over the direction of the Breaker business which is now controlled by Ramelius. Ramelius has advised that no decision has been made to extend the Offer at this time, and therefore there is no guarantee the Offer will extend beyond 15 May 2023.
Furthermore, Ramelius’ controlling position in Breaker may affect the liquidity of the minority shareholders in Breaker. This could make it difficult for minority Breaker shareholders to sell their shares at an attractive price on the ASX. It is also possible that Ramelius may look at delisting Breaker from the ASX at some point in time.
For further information on Ramelius’ intentions in this regard, please see section 8.4 of the Ramelius Bidder’s Statement.
UPDATE ON THE NOTICE RECEIVED UNDER THE 203D(2) & 249F OF THE CORPORATIONS ACT
On 16 March 2023, immediately after the announcement of the agreed Ramelius takeover offer, Breaker received notification pursuant to sections 203D(2) and 249F of the Corporations Act 2001 from Thomas Stephen Sanders, Helen Sanders and Dev Ramachandran (together, the "Requisitioners") of their intention to arrange a general meeting of the Company for the purpose of removing four Breaker Directors, and appointing Mr Sanders and Mr Ramachandran to the Board. The Board of Breaker advises that no further information regarding the requisition has been provided to the Company by the requisitioners.
Furthermore, the Board of Breaker has not received any other approach from an individual or company in relation to a superior proposal, or any other proposal to compete with the Ramelius Offer.
Breaker will advise if any further actions are taken by the requisitioners.
Click here for the full ASX Release
This article includes content from Breaker Resources NL, 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.
BRB:AU
The Conversation (0)
11h
Joe Cavatoni: Gold's Key Driver Now, Catalyst for Next Leg Higher
Joe Cavatoni, senior market strategist, Americas, at the World Gold Council, explains that market risk and uncertainty are driving gold, with H1 2025 seeing multiple record highs.
"Think strategically when you think about gold, and keep that allocation in mind," he said.
He also shares thoughts on the importance of central bank allocations and the potential impact of tariffs and US economic conditions on gold during the second half of 2025.
Don’t forget to follow us @INN_Resource for real-time updates!
Securities Disclosure: I, Georgia Williams, hold no direct investment interest in any company mentioned in this article.
Keep reading...Show less
12h
Falco Resources Eyes Governmental Decree for Horne 5 Gold Project Before Year End
Falco Resources (TSXV:FPC) has entered the final stages of the environmental authorization process for its flagship Horne 5 gold project in Quebec, with a government decision expected by late 2025.
“(An environmental analysis) report should be submitted to the minister in the next few months, and the final decision has to be done by decree,” said Luc Lessard, president and CEO of Falco Resources, in an interview with Investingnews.com. The company is hoping the decision will come sometime late in 2025, Lessard added.
Located in the prolific Abitibi region, the Horne 5 project is central to Falco’s strategy to support Quebec’s ambition to lead the energy and technological transition. Lessard emphasized that the project’s mineral profile, particularly its zinc and copper content, makes it well-positioned to align with Quebec’s broader critical and strategic minerals development plan.
The chief executive also noted the Horne 5 project leverages several environmental innovations, including a set of measures to protect waterways and drinking water intake, the Implementation of a dust collection system to reduce metal emissions from mine ventilation by 98.64 percent, and the use of already disturbed sites unlikely to be rehabilitated without the mining project.
Falco is also looking to the future with significant exploration potential for the Horne 5 project, beyond its current deposit.
Falco owns about 67,000 hectares of land package in the Abitibi, Lessard noted. “That gives us the possibility to increase additional resources closer to the surface, add some feed to the central mill of the Horne 5 project, and that will increase the life of mine.”
Watch the full interview with Falco Resources President and CEO Luc Lessard above.
Keep reading...Show less
22 July
Quarterly Activities/Appendix 5B Cash Flow Report
22 July
Mali Court Upholds Detention of Barrick Employees
A Malian court has upheld the detention of four employees of Barrick Mining (TSX:ABX,NYSE:B), rejecting an appeal filed by the Canadian mining company as its dispute with the military-led government deepens.
According to a Bloomberg report, Judge Samba Sarr ruled on Tuesday (July 22) that the appeal was unfounded, according to Barrick’s legal counsel, Alifa Habib Koné.
The employees have been held in pre-trial detention since November 2023 on charges including money laundering and financial misconduct, allegations the company has dismissed as without merit.
In June, Mali’s transitional government placed the Loulo-Gounkoto mine under provisional administration and later removed nearly a metric ton of gold from the site. A similar seizure of 3 metric tons occurred earlier this year after Barrick suspended exports due to the dispute.
Barrick has initiated international arbitration proceedings, citing violations of its mining convention with the state.
The company says it was not formally notified of the appointment of the provisional administrator, who it later learned was a former company employee, Samba Touré, now serving as a liaison to the mines ministry.
Touré has been facilitating state control of the site since the takeover.
The Loulo-Gounkoto complex, which Barrick operates and owns 80 percent of, remains central to its African portfolio. The remaining 20 percent is held by the Malian government.
Barrick reported that its Malian operations generated US$949 million in revenue during the first nine months of 2023.
The company has framed the seizures and detentions as part of a broader dispute over tax claims and the implementation of Mali’s new mining code, which includes increased state equity and royalty rates.
In December 2023, a court in Bamako issued a warrant for the arrest of Barrick CEO Mark Bristow. The company has not publicly addressed the warrant but continues to operate in the country while pursuing legal remedies.
Amid the mounting friction in Mali, Barrick is in discussions to sell its Hemlo mine in Ontario, its last producing gold asset in Canada. The prospective buyer is Discovery Silver (TSX:DSV,OTCQX:DSVSF), which has been expanding its portfolio following its recent acquisition of Newmont's (TSX:NGT,NYSE:NEM) Porcupine operation.
A finalized Hemlo deal would mark Barrick’s complete exit from Canadian gold production. Hemlo has seen declining output in recent years and is no longer considered core to Barrick’s long-term strategy.
The ongoing standoff in Mali continues to affect the company’s export flows and local operations, with no resolution yet announced regarding the release of detained staff or the return of the seized gold.
Loulo-Gounkoto produced over 680,000 ounces of gold in 2023, making it one of the most productive mines in West Africa. Barrick has said it is committed to resolving the dispute under the terms of its mining agreement with Mali.
Don't forget to follow us @INN_Resource for real-time updates!
Securities Disclosure: I, Giann Liguid, hold no direct investment interest in any company mentioned in this article.
Keep reading...Show less
22 July
Brightstar Resources Pursues Aurumin Acquisition to Consolidate Sandstone Assets
Brightstar Resources (ASX:BTR) has entered into a scheme implementation deed with Aurumin (ASX:AUN) under which Brighstar will acquire 100 percent of Aurumin’s issued capital.
The companies agreed on arrangement terms in June, underlining how the transaction will consolidate their tenement holdings in the Central Sandstone region in Western Australia.
Brightstar owns the Sandstone gold project, while Aurumin owns the Central Sandstone gold project.
According to Brightstar, the combined assets would lead to a pro-forma total mineral resource estimate of approximately 2.4 million ounces at 1.5 grams per tonne (g/t) gold.
“We believe that combining Aurumin and Brightstar represents a unique opportunity to build a Western Australian gold business of genuine scale with demonstrable upside that also de-risks future development activities and operations at Sandstone,” commented Brightstar Managing Director Alex Rovira in a Monday (July 21) release.
The transaction amounts to approximately AU$0.12 per Aurumin share, with Aurumin shareholders set to receive one Brightstar share for every four shares held on the scheme’s date. Existing Brightstar shareholders will hold 82 percent of the combined group, while Aurumin shareholders will have the remaining 18 percent.
“(This merger) will underpin the mining future of the Sandstone region. Given our adjacent mineral resources, this transaction makes good commercial sense for us and it’s fantastic that we have now been able to agree terms to make this consolidation a reality,” said Aurumin Managing Director Daniel Raihani.
In December 2024, Brighstar reported drilling results from its expanded portfolio at Sandstone and Jasper Hills, including 21 metres at 2.86 g/t gold, including 1 metre at 26.4 g/t from 146 metres.
For Central Sandstone, Aurumin said its resource is currently 19 million tonnes at 1.5 g/t for 885,000 ounces gold. The project also contains iron, with assays returning grades of up to 67 percent iron.
Subject to court approval and other customary conditions, the transaction is expected to be implemented in October.
Shares of Brightstar rose 1.03 percent a day after the announcement, closing at AU$0.49 on Tuesday (July 22).
Don’t forget to follow us @INN_Australia for real-time news updates!
Securities Disclosure: I, Gabrielle de la Cruz, hold no direct investment interest in any company mentioned in this article.
Editorial Disclosure: Brightstar Resources is a client of the Investing News Network. This article is not paid-for content.
Keep reading...Show less
Latest News
Latest Press Releases
Related News
TOP STOCKS
American Battery4.030.24
Aion Therapeutic0.10-0.01
Cybin Corp2.140.00