Cape Flattery Silica Sand project

Diatreme obtains ASX waiver in Metallica tilt

Diatreme Resources (ASX:DRX) has received a waiver from the Australian Securities Exchange (ASX) in respect of a requirement to obtain approval from its shareholders to acquire the Metallica Minerals (ASX:MLM) shares held by Ilwella and Sibelco Asia Pacific.

As a result, Diatreme will not convene a general meeting of shareholders in order to obtain approval. The offer remains conditional on the ASX waiver remaining in full force and effect. 

Diatreme has made an off-market takeover bid for all of the ordinary shares in Metallica, under which the target’s shareholders would receive 1.3319 ordinary shares in Diatreme for each ordinary share in Metallica.

The suitor says there is no economic rationale for Diatreme to overpay for the acquisition of Metallica shares in order to benefit either Ilwella, Sibelco or another closely connected party. 

Diatreme says Ilwella and Sibelco do not have other economic interests that could be affected if the takeover bid proceeds or does not proceed, and Diatreme has received confirmation of the same from each of Ilwella and Sibelco.  

Ilwella and Sibelco reportedly did not participate in the formulation of the terms of the takeover bid and did not otherwise exert, or seek to exert influence over the terms of the takeover bid.

Diatreme notes that the preliminary conditions to its intention to make the offer, as outlined on 16 February 2024, have now been satisfied. 

According to the latest ASX filings, as of March 2024 Sibelco holds a 16.41% interest in Metallica, while Ilwella holds a 24.19% stake. 

As reported by in February, Diatreme announced Sibelco supports the takeover offer, which includes a 50.1% minimum acceptance condition. 

Once acquired, Diatreme will hold 40.6% of all shares in Metallica. As such, Diatreme would only require an additional 9.5% of shares to complete its takeover tilt. 

If successful, the transaction would create an ASX-listed silica company with a pro-forma market capitalisation of about $110 million and a ‘significant’ mineral resource base. 

Diatreme Resources is an explorer and miner which specialises in advanced mineral sands and silica sand projects. 

Metallica Minerals is focused on developing its Cape Flattery Project, adjacent to the Cape Flattery Silica Sand mining and shipping operation owned by Mitsubishi Corporation in North Queensland.

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Images: Metallica
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Written By Adam Drought
Born and raised in the UK, Adam is a sports fanatic with an interest in Rugby League and UFC/MMA. When not training in Muay Thai and Brazilian Jiu Jitsu, Adam attends Griffith University where he is completing his final year of a Communication & Journalism degree.