First Au (ASX:FAU) is set to acquire Javelin Minerals (ASX:JAV) through a recommended all-scrip takeover offer that values Javelin at $46.5 million.
Under the takeover implementation deed executed yesterday (15 September), FirstAu will offer 11.7647 new FirstAU shares for each Javelin share, equivalent to 0.5882 FirstAU shares following the company’s proposed 20:1 capital consolidation.
Based on FirstAU’s 10-day volume-weighted average price of $0.0098 per share ending 11 September, the offer implies a value of $0.115 per Javelin share, representing a 40.6% premium to Javelin’s closing price on 11 September.
The transaction brings together FirstAU’s Gimlet and Riverina East gold projects with Javelin’s Eureka and Coogee gold projects in Western Australia’s Eastern Goldfields near Kalgoorlie.
The combined entity will hold mineral resources totalling approximately 350,600 ounces of gold across the three brownfields projects, comprising Gimlet (112,900 ounces), Eureka (110,687 ounces), and Coogee (127,000 ounces).
FirstAU Executive Chairman Daniel Raihani says the transaction creates a stronger foundation for value creation than either company could achieve independently.
“This transaction brings together two complementary Western Australian gold portfolios, experienced management teams, and aligned shareholder bases under a single platform,” Raihani says.
Javelin Executive Chairman Brett Mitchell says the all-scrip structure allows Javelin shareholders to retain exposure to their projects while gaining access to FirstAU’s broader portfolio.
“The all-scrip structure allows Javelin shareholders who accept the offers to retain exposure to Eureka and Coogee while gaining exposure to Gimlet, Riverina East, and FirstAU’s other assets,” Mitchell says.
The Javelin board unanimously recommended the offer in the absence of a superior proposal, subject to the independent expert concluding the offers are fair and reasonable. Directors holding 9% of Javelin shares reportedly intend to accept the offer.
The share offer is subject to a 50.1% minimum acceptance condition and other customary conditions. FirstAU will also make a separate offer for all Javelin options on issue.
If successful, existing FirstAU shareholders would hold approximately 51.3% of the combined entity, with former Javelin shareholders holding 48.7%.
The offer period is expected to commence on 30 October and end on 30 November, unless extended or withdrawn.
First Au is a mineral explorer focused on discovering gold and base metal projects in WA.
Write to Paula Fabe at Mining.com.au
Images: First Au
