Beacon Minerals Limited (ASX: BCN) (“Beacon” or the “Company”) advises that it has executed a Share Sale Agreement (“Share Sale Agreement”) to sell a portion of Beacon’s shares in Maximus Resources Limited (ASX: MXR) (“Maximus”) to Astral Resources NL (“Astral”) (ASX: AAR).
The parcel of 51,308,530 of Maximus shares (equating to an 11.99% interest in Maximus) will be sold by Beacon to Astral in exchange for 24,455,924 fully paid ordinary shares in Astral. An exchange ratio of one (1) Astral share for every 2.098 Shares in Maximus.
Astral shares closed at $0.15 per share on Friday, 27 December 2024.
The sale of the MXR shares to AAR is consistent with Beacon’s focus on establishing a long‐life gold operation at the Jaurdi Gold Project. The acquisition of the Lady Ida Project has seen a significant increase in resources closer to Jaurdi and a change in focus.
Beacon has recently released its mineral resource estimate at the Iguana Deposit. A pre‐feasibility study at the Lady Ida Project expected to be released in the first quarter of 2025, after Beacon announces its ore reserve statement.
Pursuant to the Share Sale Agreement with Astral, subject to completion of the purchase of the shares by Astral, Astral has agreed to grant Beacon a call back option to purchase the 51,308,530 Maximus shares (“Call Back Option”) on the following terms:
- The Call Back Option will lapse upon the earlier of:
- 12 months from completion of the sale and purchase of the Maximus shares under the Share Sale Agreement;
- the end of the Call Back Option exercise period (summarised below); and
- the transfer of all Call Back Option shares in accordance with the terms of the Share Sale Agreement.
- The Call Back Option exercise period will commence upon:
- Astral (or a related body corporate of Astral) making a takeover bid for Maximus shares under Chapter 6 of the Corporations Act in certain circumstances, in which case the exercise period will end 3 business days thereafter; or
- an Astral scheme of arrangement or compromise under Part 5.1 of the Corporations Act under which Maximus shares are transferred to Astral (or its related body corporate), or are cancelled, in certain circumstances, in which case the exercise period will end 1 business day prior to the record date for the scheme.
- Beacon may only exercise the Call Option once and in respect of all 51,308,530 Maximus shares.
- If Beacon exercises the Call Option, completion of the sale and purchase of the Call Option shares will take place 1 business day after the date the Call Back Option is exercised.
Following completion of the Share Sale Agreement, Beacon will hold 33,031,433 shares (equating to a 7.72% interest) in Maximus and will review options for the remaining shareholding.
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