Ramelius Resources Limited (ASX:RMS) (Ramelius) and Breaker Resources NL (ASX:BRB) (Breaker) are pleased to announce that they have entered into a Bid Implementation Agreement (BIA), pursuant to which Ramelius will offer to acquire all the issued ordinary shares of Breaker by way of an all-scrip off-market takeover offer (the Offer).

Highlights

• Ramelius to acquire Breaker Resources NL (Breaker), 100% owner of the Lake Roe Gold Project (Lake Roe) in Western Australia, via a recommended all-scrip off-market takeover offer (Offer)
  
• Located in Australia’s premier gold province and with a current total Mineral Resource estimate of 32 Mt @ 1.6 g/t for 1.7 million ounces1, Lake Roe provides additional scale through regional consolidation with Ramelius’ Rebecca Project2, boasting almost 3 million ounces in combined Mineral Resources, to support a potential new production centre
• Ramelius, a top 10 Australian gold producer, has the financial capacity, operational experience and exploration expertise to continue expanding the existing Mineral Resource and to develop Lake Roe, in order to maximise the value of the asset for both sets of shareholders
• Breaker shareholders to receive an implied Offer price of $0.403 per share (Offer Price), equating to 1 Ramelius share for every 2.82 Breaker shares held. This Offer Price represents premiums of:
  • 41.0% to Breaker’s 3-day VWAP of $0.284 per share;
  • 41.7% to Breaker’s 10-day VWAP of $0.282 per share;
  • 41.5% to Breaker’s 30-day VWAP of $0.283 per share; and
  • 30.5% to Breaker’s 90-day VWAP of $0.307 per share.
• The Offer Price implies a total undiluted equity value for Breaker of $130.7 million4
• Breaker’s Directors unanimously recommend Breaker shareholders accept the Offer, in the absence of a superior offer. Furthermore, all Breaker Directors have made (and consented to its inclusion herein) Statements of Intent to accept the Offer for all the shares they own or control (representing ~4% of Breaker’s issued shares5), in the absence of a superior offer
• Breaker major shareholders, Electrum and Paulson, each representing 9.95% of Breaker shares therefore accounting for 19.92% of Breaker, have signed pre-bid acceptance agreements to accept within 5 days of the Offer opening, subject to a superior offer
• The Offer is conditional upon achieving more than 50.1% acceptanceRamelius will host a conference call at 8:00am AWST / 10:00am AEST/ 11:00am AEDT on Monday 20th March 2023. To listen in live, please click on the link below and register your details: https://s1.c-conf.com/diamondpass/10029687-b1k7i0.html

The options held by the Breaker Option holders will, if not exercised into ordinary shares before the Offer closes, will be acquired via a Private Treaty with Ramelius where such options will be valued using traditional option valuation methodologies.

The premiums represented by the Offer Price against Breaker’s 3 day and other historical VWAPs are shown in Figure 1 below.

Figure 1: Offer Premiums for Breaker Shareholders

Support from Breaker Board and Major Shareholders

Breaker’s Directors have unanimously recommended that Breaker shareholders accept the Offer, in the absence of a superior offer. Furthermore, Breaker Directors have consented to Statements of Intent to accept the Offer for all the shares they own or control (representing ~4% of Breaker’s issued shares6), in the absence of a superior offer.

Breaker’s two largest shareholders, Electrum Strategic Opportunities Fund and Paulson & Co, with a combined shareholding of approximately 19.92% have both supported the offer by signing pre-bid agreements to accept within 5 business days of the Offer opening, in the absence of a superior offer.

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