REG - Central Asia Metals - Revised proposal with New World Resources Limited

Central Asia MetalsAnnouncement

20/06/2025 07:00

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RNS Number : 6684N  Central Asia Metals PLC  20 June 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE INFORMATION CONTAINED IN
IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE FURTHER INFORMATION SECTION WITHIN THIS ANNOUNCEMENT.

This announcement does not constitute an offer to buy or sell securities or a
solicitation of an offer to buy, sell or otherwise subscribe for securities in
any jurisdiction.

This announcement contains information that qualifies or may qualify as inside
information within the meaning of Article 7 of the UK Market Abuse Regulation
No 596/204 (as on-shored into UK domestic law pursuant to the European Union
(Withdrawal Act 2018) (as amended)). Upon the publication of this
announcement, via a regulatory information service, such inside information is
now considered to be in the public domain.

20 June 2025

Central Asia Metals PLC

(the 'Group', the 'Company' or 'CAML')

CAML enters into revised proposal with New World Resources Limited including
increased cash consideration and conditional placement

Central Asia Metals Plc (AIM: CAML) refers to the proposed acquisition of 100%
of the issued share capital of New World Resources Limited (ASX: NWC) ('NWR'),
by way of an Australian Scheme of Arrangement announced on 21 May 2025 (the
'Scheme').

Highlights

·    CAML has increased its offer price to A$0.053 per share, valuing NWR
at approximately A$197 million.

·    An alternative transaction structure has been agreed, with CAML to
make an off-market takeover offer in parallel with the Scheme, also at A$0.053
per share, and subject to a 50.1% minimum acceptance condition ('Takeover
Offer').

·    CAML has committed to provide A$10.0 million in funding via a
placement of new shares in NWR at A$0.053 per share (representing
approximately 5% of NWR's enlarged share capital), conditional on NWR not
receiving a superior proposal within the next 14 days.

·    This funding enables NWR to meet bonding requirements in relation to
the Arizona State Permits, driven by a faster-than-expected permitting
timeline.

·    The NWR Board continues unanimously to recommend that shareholders
vote in favour of the Scheme, and, if the Scheme fails, accept the Takeover
Offer in the absence of a superior proposal and subject to the independent
expert concluding (and continuing to conclude) that the Scheme is in the best
interests of NWR shareholders and the Takeover Offer is reasonable to NWR
shareholders.

Commenting on the Transaction, Nick Clarke, CAML's Non-Executive Chairman,
said:

"We have increased the consideration under the Scheme and agreed to commence a
parallel off-market takeover offer to provide additional pathways for NWR
shareholders to accept our proposed transaction. We have observed a new
shareholder accumulate a substantial stake in NWR, including with purchases on
the market at a price in excess of the prior consideration of A$0.05 per
share. We believe our offer, now at greater value per share, represents a
compelling transaction for NWR shareholders."

Commenting on the Transaction, Gavin Ferrar, CAML's Chief Executive Officer,
said:

"We continue to believe that this transaction is an excellent opportunity for
CAML. The addition of the Antler Project to our portfolio will give us the
potential for near-term growth as it would more than double our production and
cash flow once in production. In addition, the Transaction is in line with our
business development strategy of pursuing value-accretive acquisitions in the
base metals sector to support the long-term cash flow generation of our
business."

Improved scheme consideration

CAML is pleased to announce that it has entered into a deed of variation
('Deed of Variation') with NWR to vary the Scheme Implementation Deed dated 21
May 2025 ('SID') to increase the cash consideration payable by CAML under the
Scheme from A$0.050 per share in cash for each NWR share held to A$0.053 per
share in cash for each NWR share held ('Improved Scheme Consideration').

The Improved Scheme Consideration will be funded through existing cash
reserves and/or an increase in the credit facility that was announced on 21
May 2025.

The Scheme is subject to certain conditions, unchanged since the 21 May
announcement. The Scheme is expected to be implemented in early to
mid-September 2025. Please refer to NWR's announcement published today for
further details on the Deed of Variation.

Alternative transaction structure

CAML has also entered into a Transaction Process Deed ('Process Deed') with
NWR to provide for the making of a recommended off-market takeover bid under
Chapter 6 of the Corporations Act, under which CAML will make the Takeover
Offer. The Takeover Offer will be in parallel with, but not in substitution
to, the Scheme.

The key terms of the Takeover Offer will be as follows:

·    same consideration as the Scheme of $0.053 per share;

·    50.1% minimum acceptance condition;

·    satisfaction of certain other conditions largely similar to the
Scheme, and a condition relating to Hart-Scott-Rodino clearance from the US
antitrust authorities (if required); and

·    available for acceptance for at least four weeks after the Scheme
Meeting (in the event the Scheme is not approved).

The Takeover Offer is also conditional on the Scheme failing or termination of
the SID. The Break Fee in the SID will not be payable by NWR if the Takeover
Bid becomes, or is declared, unconditional.

The Scheme and Takeover Offer together comprise the 'Transaction'. Please
refer to NWR's announcement published today for further details on the Process
Deed and Takeover Offer.

Board approvals and recommendations

The NWR directors consider that the Scheme is in the best interests of NWR
shareholders, and unanimously recommend that NWR shareholders vote in favour
of the Scheme and, if the Scheme fails, accept the Takeover Offer, in the
absence of a superior proposal and subject to the Independent Expert
concluding and continuing to conclude that the Scheme is in the best interests
of NWR shareholders and the Takeover Offer is "fair and reasonable", or "not
fair but reasonable" to NWR shareholders.

Subject to these same qualifications, each NWR Director intends to vote (or
procure the voting of) all NWR shares held or controlled by or on their behalf
in favour of the Scheme or in respect to which they have a relevant interest,
and to accept (or procure the acceptance of) the Takeover Offer if the Scheme
fails, in respect of all NWR shares held or controlled by or on their behalf
or in respect to which they have a relevant interest.

Concurrent equity placement

In conjunction with the Deed of Variation, CAML has agreed to provide NWR with
interim funding of A$10.0 million through a subscription for approximately
188.7 million ordinary shares in NWR at an issue price of $0.053 per share
('Placement'), being the same price as the Scheme Consideration and the
Takeover Offer Price.

The Placement is conditional on either no competing proposal being received by
NWR within the next 14 days (by 5.00pm Sydney time on 4 July 2025) or, if a
competing proposal is received within that time, the Directors of NWR having
not determined that it is, or may reasonably be expected to become, a superior
proposal.

Completion of the Placement is expected to occur on 4 July 2025, and is
subject to no competing proposal being received by NWR within 14 days as
described above. Shareholder approval is not required for the Placement, which
will be undertaken utilising NWR's placement capacity, pursuant to ASX Listing
Rules 7.1 & 7.1A.

The funds raised will be used to continue advancing the Antler Project towards
development, specifically to meet increased Arizona State bonding
requirements, secure key project land parcels, and provide general working
capital. The State permitting process for the Antler Project is progressing
more rapidly than previously anticipated, resulting in certain bonding
obligations being brought forward. These obligations were originally expected
to be funded as part of a broader project financing process following
completion of the Scheme, but the earlier-than-anticipated funds required for
bonding obligations and the potential extension of the Scheme timetable due to
the developments outlined in this announcement mean that NWR now has to raise
these funds via the Placement in the short term.

Assuming the Placement completes, CAML will own approximately 5% of NWR.

 

Important Notice

This announcement is for information purposes only. No statement in this
announcement is intended, or is to be construed, as a profit forecast, profit
estimate, or quantified financial benefits statement or estimate for any
period. The statements contained in this announcement are made as at the date
of this announcement, unless some other time is specified in relation to them,
and publication of this announcement shall not give rise to any implication
that there has been no change in the facts set forth in this announcement
since such date. The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be restricted
by law and/or regulation.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Advisers and counsel

BMO Capital Markets is acting as lead financial adviser, Mayer Brown is acting
as UK and US legal adviser, and Clayton Utz is acting as Australian legal
adviser to CAML.

About CAML

Central Asia Metals Plc is a UK incorporated base metals producer,
headquartered in London. The company has been admitted to trading on the
London Stock Exchange since its IPO in 2010. Today the Company has a market
capitalisation of approximately US$380 million and base metal operations in
Europe and Central Asia. The Board of Directors of CAML is composed of
UK-based senior level executives, bringing a mix of international mining
experience, capital markets experience and environmental, social and
governance experience. CAML is well supported by tier-one UK and US
institutional shareholders with the top three owners made up of Fidelity
International, JO Hambro and BlackRock (between them accounting for
approximately 24% of the Company's share register).

CAML owns 100% of the Sasa underground zinc-lead mine in North Macedonia,
Europe, and 100% of the Kounrad SX-EW copper project in central Kazakhstan.
CAML also owns an 80% interest in CAML Exploration, a subsidiary formed to
progress early-stage exploration opportunities in Kazakhstan, and a 28.4%
interest in Aberdeen Minerals Ltd, a privately-owned UK company focused on the
exploration and development of base metals opportunities in northeast
Scotland.

The person responsible for arranging the release of this announcement on
behalf of CAML is Richard Morgan, Investor Relations Manager.

For further information contact:

 Central Asia Metals                   Tel: +44 (0) 20 7898 9001
 Gavin Ferrar
 CEO
 Louise Wrathall
 CFO
 Richard Morgan                        richard.morgan@centralasiametals.com
 Investor Relations Manager

 BMO Capital Markets (Lead Financial Adviser to CAML and Joint Broker)       Tel: +44 (0) 20 7236 1010
 Thomas Rider
 Pascal Lussier Duquette
 Jonathan Reard

 Peel Hunt (Nominated Adviser and Joint Broker)                              Tel: +44 (0) 20 7418 8900
 Ross Allister
 David McKeown

 Emily Bhasin

 BlytheRay (PR Advisers)                                                     Tel: +44 (0) 20 7138 3204
 Tim Blythe
 Megan Ray

 

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