Astral Acquires 19.99% Stake in Maximus Resources: Exploring a Potential Corporate Transaction

Astral Resources NL (ASX: AAR) has strategically acquired a 19.99% stake in Maximus Resources Limited (ASX: MXR). This acquisition follows Astral’s submission of a non binding indicative proposal to acquire Maximus’ remaining shares. The proposed all-scrip,
off-market takeover offers 7.0 cents per share.

Figure 1: Astral Secures 19.99% Stake in Maximus Resources: Evaluating a Potential Corporate Deal

Details of the Proposed Transaction

Astral has submitted a proposal to acquire Maximus’ outstanding shares at 7.0 cents per share. This represents a significant premium:
● 56% above Maximus’ last closing price of $0.045 on 24 December 2024.
● 61% above the 30-day volume-weighted average price (VWAP) of $0.043.
● 43% above Maximus’ 12-month high of $0.049.
● 165% above its 12-month low of $0.026.

Astral believes this offer is compelling for Maximus shareholders. The acquisition would integrate Maximus into a Company with a combined Mineral Resources inventory of approximately 1.8 million ounces (Moz).

Strategic Share Acquisition

Astral has acquired approximately 85.5 million Maximus shares, representing a 19.99% stake. The transaction involved two separate share sale agreements with Beacon Minerals Limited and Mr Colin Petroulas. Astral issued approximately 40.8 million shares as consideration for this stake.

Based on Astral’s two-day VWAP ending 24 December 2024, the acquisition price translates to approximately 7.0 cents per share.

Compelling Benefits for Maximus Shareholders

Astral highlights several benefits for Maximus shareholders in the event of a successful transaction. Shareholders would join a company with:
● A significantly larger Mineral Resources base.
● Improved share liquidity.
● No immediate need for capital raising.

Astral referred to the acquisition as an exciting opportunity to deliver lasting value for the shareholders of both companies.

Exclusivity and Next Steps

Astral and Maximus have entered into an Exclusivity Deed. This agreement enables Astral to negotiate binding terms on an exclusive basis until 31 January 2025. The Exclusivity Deed includes:
● A “no shop, no talk” clause (with fiduciary exceptions).
● Obligations for notification regarding alternative proposals.

Astral has commenced due diligence to progress toward a binding transaction implementation deed. However, Astral acknowledges the uncertainty of the Proposed Transaction proceeding.

Conditions for Transaction Completion

The Proposed Transaction remains subject to several conditions, including:
● Completion of confirmatory due diligence.
● Execution of a binding transaction implementation deed.
● Absence of material adverse changes or regulatory action.
● Compliance with standard corporate conditions.

Both companies have engaged financial and legal advisors for the transaction. Astral has appointed Taylor Collison and Thomson Geer, while Maximus has retained EMK Lawyers.

Mineral Resource Highlights

Astral’s consolidated JORC 2012-compliant Mineral Resource Estimates highlight its strong gold asset base. The resources are divided into Indicated, Inferred, and Total categories as follows:

The Mandilla Project remains a cornerstone, accounting for 1.27Moz of total gold resources at an average grade of 1.1g/t Au. The Feysville Project complements this with an additional 196koz at a higher average grade of 1.2g/t Au.

These Mineral Resource Estimates reinforce Astral’s robust asset portfolio and position the company as a leader in Australian gold exploration.

Implications for the Industry

If successful, the Proposed Transaction would establish Astral as a dominant entity in the Australian gold exploration market. Maximus shareholders stand to benefit from enhanced growth opportunities and a stronger competitive position.

Astral sees the transaction as a step toward creating a unified platform for gold exploration and production. The Company plans to leverage its combined resources to unlock value and strengthen its market presence.

Sector-wide Implications

A successful merger would position Astral among the largest junior gold resource holders in WA. The deal follows a surge in sector activity, including Northern Star’s $5bn takeover of De Grey Mining.

Astral’s advanced Mandilla Project, supported by a $25 million institutional raise in September, underscores its strategic edge. A scoping study estimates a $191 million investment for Mandilla to produce 100,000oz annually over its first seven years, with strong financial metrics:
• 73% IRR.
• $740m free cash flow.
• Payback in just nine months at AISC of $1648/oz.

Maximus Resource Insights

Maximus Resources owns the 250,000oz Wattle Dam Gold Project, previously a high-grade deposit mined by Ramelius Resources (267,000oz at 10.6g/t from 2006–2012). The current project hosts 5.4Mt @ 1.45g/t of lower-grade material, presenting potential upside for Astral’s portfolio.

Outlook for Investors

Astral’s acquisition of a 19.99% stake in Maximus Resources marks a significant milestone. The Proposed Transaction offers substantial premiums and benefits for Maximus shareholders. Both companies have expressed optimism about creating long-term value.

As the transaction unfolds, it will shape the competitive dynamics in the Australian gold exploration sector. Astral and Maximus are poised for a transformative journey, pending successful execution of the Proposed Transaction.

Astral Resources’ share price on December 30th, 2024, was $0.145. Over the past year, the stock has traded in a 52-week range of $0.051 to $0.170, showcasing its potential for significant returns.

With 1,202,381,626 shares on issue, Astral remains well-capitalised to advance its strategic goals, including the potential acquisition of Maximus Resources. The transaction, alongside Astral’s robust gold resource base, could unlock long-term growth and value for shareholders.