Takeover target Vango Mining (ASX:VAN) has received 73% of shareholder approval to be acquired by Catalyst Metals (ASX:CYL) with the suitor to make an all-scrip conditional off-market takeover offer.
The 2 companies today (10 January) entered into a Bid Implementation Agreement (BIA) and the recommended off-market tilt will see Vango shareholders receive 5 Catalyst shares for every 115 Vango shares, subject to satisfaction or waiver of the bid conditions.
Catalyst’s offer gives an implied value of $66 million for Vango, which has a 1 million ounce resource at 3.3 grams per tonne in Western Australia’s Marymia-Plutonic gold belt.
The implied offer value of $0.052 per Vango share represents a premium of 19.1% to the closing price of Vango shares of $0.044 on 6 January; 30.2% to the 5-day VWAP of Vango shares of $0.040; and 33.5% to the 30-day VWAP of Vango shares of $0.039.
Vango closed trade today up 4.545% at $0.046 per share, giving it a market capitalisation of $55.43 million.
Argonaut PCF is acting as financial advisor, Gilbert + Tobin as legal advisor, and Entech as technical consultant to suitor Catalyst.
Edwards Mac Scovell is acting as legal advisor to target Vango.
The offer closes (unless extended or withdrawn) 5pm AWST on 20 February 2023.
Following completion of the takeover, Vango shareholders will own up to 35.7% of the enlarged Catalyst group. Vango’s major shareholders and directors, Hunter Guo and Carol Zhang, have entered into binding pre-bid acceptance agreements with Catalyst in respect of a total of 252 million Vango shares, representing 19.99% of the company’s current share.
While the offer is subject to a 70% minimum acceptance condition and minimal other conditions, both companies reported today that 73% of Vango’s shareholders have already either agreed to accept or indicated an intention to accept the takeover offer in the absence of a superior proposal.
The offer is consistent with Catalyst’s strategy to control high-grade gold belts in Australia, with Vango’s ‘highly prospective’ Marymia Gold Project having 40km-plus of under-explored strike along the world-class Marymia-Plutonic gold belt in Western Australia.
In addition, should the offer be successful, it will enable Catalyst to apply its significant exploration expertise, along with its operational learnings from its high-grade Henty Gold Mine in Tasmania to an aggressive exploration program across Vango’s highly prospective and strategic tenement package.
Vango’s tenements are located immediately adjacent to the Plutonic gold mine, which is an operating mine with a resource of 6Moz, reserve of 600,000oz and a 3Mtpa CIL processing plant.
“This transaction is important for Catalyst and Vango shareholders. It turns a new leaf for the future of both companies”
Addressing the takeover offer, Catalyst Managing Director & CEO James Champion de Crespigny says: “This transaction is important for Catalyst and Vango shareholders. It turns a new leaf for the future of both companies. The combined group will have the financial strength and technical expertise to unlock the value of the prospective Marymia tenements.
There is immense potential to create significant value for all shareholders by driving an aggressive exploration strategy on what has already proven to be a +15Moz Australian gold belt”.
Vango Executive Chairman Bruce McInnes adds bringing together Marymia’s huge exploration upside and the funding and technical knowledge of Catalyst makes enormous sense for all shareholders.
“It is the ideal recipe to create value for all Vango shareholders and therefore the board supports the bid unanimously.”
Upon completion of the offer, the combined group will control 3 ‘high-grade’, ‘highly prospective’ and strategic gold belts in Australia.
Write to Adam Orlando at Mining.com.au
Images: Catalyst Metals Ltd & iStock
