Astral Resources launches unanimously recommended takeover of Maximus Resources

Astral Resources makes off-market takeover offer for Maximus Resources
Offer of one AAR share for every two MXR shares values MXR at ~$31m
Combined company will have 1.8Moz gold and regional targets underpinning significant exploration potential

Special Report: Astral Resources is moving to acquire Maximus Resources through an unanimously recommended off-market takeover offer to create a WA gold developer with combined resources of ~1.8Moz.

It follows on Astral Resources (ASX:AAR) flagging that it had submitted a non-binding indicative proposal to acquire Maximus Resources’ (ASX:MXR) on December 30, 2024 and acquiring a 19.9% stake through two separate share sale agreements.

Under the offer, AAR is offering MXR shareholders one new AAR share for every two MXR shares, valuing MXR at ~$31m or a 67% premium to its 30-day volume weighted average price.

The offer is subject to a number of conditions including a 50.1% minimum acceptance condition and no material adverse change in relation to MXR.

MXR’s directors have unanimously recommended that its shareholders accept the offer with those who hold shares in the company confirming that they intend to accept or procure the acceptances of the offer in respect of the Maximus shares that they own or control in the absence of a superior proposal.

Development flexibility

For AAR, the deal consolidates its flagship 1.27Moz Mandilla project, which is currently undergoing a pre-feasibility study and is one of the largest undeveloped single-pit gold deposits in WA, with established adjacent deposits, mining leases and tenure footprint.

This will grant the combined company more flexible future development of existing gold resources as well as a clear development pathway for any potential future ore feed from regional exploration targets.

It is also expected to have a market capitalisation of around $200m, which will increase its visibility to investors, and inherit AAR’s $25.2m in the bank.

“The combination with Maximus provides a compelling opportunity to generate value for both sets of shareholders by creating a company with increased size, scale and market relevance, all attributes which enhance re-rating potential,” AAR managing director Marc Ducler said.

“The merged entity will have combined (and proximal) Mineral Resources of approximately 1.8 million ounces of gold, regional gold targets underpinning significant exploration potential and the financial capacity to support accelerated progression.”

MXR managing director Tim Wither said the transaction provide the company’s shareholders with the opportunity to become shareholders of a company with significantly increased scale, balance sheet and team capable of leveraging the Mandilla project’s potential and unlocking the value of MXR’s Spargoville tenements.

Combined projects

Mandilla sits near Kalgoorlie and currently has a resource of 37Mt at 1.1g/t, or 1.27Moz of contained gold, most of which is contained within the Theia deposit.

An updated resources estimate is estimated to be completed later in the March 2025 quarter that will pave the way for the commencement of detailed mine design and scheduling for the upcoming pre-feasibility study.

Recent drilling at the Theia deposit has returned results of up to 1079 gram-metres gold and demonstrate a strong correlation with the mineralisation wireframes in the current resource estimate – a result that supports an upgrade of the deeper inferred resource into the higher confidence indicated category.

MXR’s Spargoville project near Kambalda is just 20km west of Gold Fields’ >10Moz St Ives operation. It has a resource of 6.9Mt at 1.5g/t, or 335,040oz of contained gold.