Astral Resources NL (ASX: AAR) has announced a merger with Maximus Resources Limited (ASX: MXR) through an off-market takeover offer. This deal will create a leading Western Australian gold developer with a combined Mineral Resource base of approximately 1.8Moz.
The transaction values Maximus at $31 million, offering a 61% premium to its last undisturbed closing price. The Maximus Board has unanimously recommended the offer in the absence of a superior proposal.
The Takeover Offer
Under the deal, Astral will acquire all Maximus shares it does not already own. The offer will provide Maximus shareholders one Astral share for every two Maximus shares.
The implied offer price of $0.073 per Maximus share represents:
- 61% premium to Maximus’ last undisturbed closing price of $0.045 on 24 December 2024
- 67% premium to Maximus’ 30-day VWAP
- 48% premium to Maximus’ 12-month high
- 175% premium to Maximus’ 12-month low
The Maximus Board supports the deal, stating it offers strong value to shareholders.
Astral’s Initial Stake in Maximus and the Road to the Takeover Offer
Astral’s acquisition of Maximus began with a strategic move on 30 December 2024, when Astral secured a 19.99% stake in Maximus. This initial transaction involved a share swap with Beacon Minerals Limited and Colin Petroulas, where Astral issued 40.8 million of its own shares to acquire 85.5 million Maximus shares. The deal implied a purchase price of $0.07 per Maximus share.
At the same time, Astral submitted a non-binding indicative proposal to acquire all remaining Maximus shares at $0.07 per share via an all-scrip, off-market takeover. This proposal offered a significant premium to Maximus’ trading prices. Maximus’ Board agreed to exclusive negotiations, leading to the binding Bid Implementation Deed and the current recommended takeover offer.
Why the Deal Matters for Shareholders
Stronger Market Position
This merger creates a company with a stronger financial position and exploration potential. Astral has approximately $25 million in cash and no near-term capital raising needs. The combined entity will have greater liquidity and market relevance, with a projected market capitalisation of around $200 million.
Exposure to the Mandilla Project
Maximus shareholders will gain exposure to Astral’s flagship Mandilla Project, which has a 1.27Moz gold Mineral Resource. Mandilla is one of the largest undeveloped single-pit gold deposits in WA and is moving through feasibility studies.
Development Synergies
Astral and Maximus hold adjacent deposits, mining leases, and tenure footprints. This merger consolidates their gold assets and provides development flexibility. It also unlocks a clearer pathway for potential ore feed from exploration targets.
Leadership Perspectives
Astral’s View
Mr. Marc Ducler, Managing Director of Astral, sees the merger as a value-driven opportunity for shareholders. He stated:
“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.
“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.
“We look forward to welcoming Maximus shareholders to Astral’s register and for them to benefit from further progress at both Mandilla and the broader combined asset portfolio in 2025 and beyond.”
Maximus’ View
Mr. Tim Wither, Managing Director of Maximus, supports the deal and believes it is the best path forward for shareholders. He commented:
“We are pleased that, in addition to realising an attractive premium, the transaction provides Maximus shareholders with the opportunity to become shareholders of a company with significantly increased scale, balance sheet and team capable of leveraging the potential of the Mandilla project with the benefit of Maximus’ neighbouring resources and exciting regional exploration targets.
“By accepting the Offer, Maximus shareholders will have a material interest in the upside potential associated with the combined portfolio. Maximus’ Board believes that this transaction is in the best interests of Maximus to unlock the value from the Company’s Spargoville tenements and unanimously recommends it to shareholders, in the absence of a superior proposal.”
Key Conditions of the Deal
Astral’s takeover offer is subject to several conditions, including:
- 1% minimum acceptance from Maximus shareholders
- No material adverse changes for Maximus
- No regulatory obstacles
- No breaches of Maximus warranties
The Bid Implementation Deed (BID) also includes deal protection mechanisms, such as no shop, no talk restrictions and a break fee in certain circumstances.
Astral will send its Bidder’s Statement to Maximus shareholders this week, with Maximus to follow with its Target’s Statement. These documents will outline further details and steps for shareholders.
Combined Mineral Resource Inventory Strengthens Strategic Position
The proposed acquisition of Maximus would significantly enhance Astral’s gold resource base, consolidating the combined group’s total Mineral Resources to approximately 1.8Moz. Astral’s existing JORC 2012-compliant Mineral Resource Inventory includes 1.27Moz at Mandilla and 196koz at Feysville, reported at a 0.39g/t Au cut-off grade within AUD$2,500/oz gold price-constrained pit shells. The most recent estimates reaffirm the consistency and scale of Astral’s deposits.
Maximus’ Mineral Resource Inventory, totalling 335koz across multiple deposits within the Spargoville Group, complements Astral’s existing assets, particularly the high-grade Wattle Dam Gold Project (251.5koz @ 1.4g/t Au). The integration of Maximus’ assets would create a well-diversified resource portfolio, with increased development flexibility and production scalability.
The combination strengthens Astral’s position as a leading gold exploration and development company, offering shareholders exposure to a significantly larger gold resource base with enhanced growth potential and no immediate capital-raising requirements.
Investor Outlook
Investor’s Benefit
This merger creates a stronger gold development company with significant exploration upside. Investors will benefit from:
- Higher liquidity due to Astral’s stronger market position
- Exposure to Mandilla, one of WA’s largest undeveloped gold deposits
- Financial strength with Astral’s $25 million cash reserves
- Premium valuation, offering strong returns for Maximus shareholders
Market Outlook for Astral Resources
Astral’s market capitalisation stands at $186.47 million, with its share price at $0.142 (as of February 3rs, 2025). Over the past year, Astral’s stock has surged by 112.69%, significantly outperforming its sector (+124.46%) and the ASX 200 index (+103.66%).
Strong Growth Momentum
Astral’s 1-month stock performance shows a 9.62% increase, and year-to-date (YTD) returns stand at 5.56%. The Company has maintained a strong upward trajectory, with its share price moving from a 52-week low of $0.051 to a high of $0.170.
This merger enhances Astral’s growth prospects, consolidating 1.8Moz of gold resources and unlocking exploration upside. The Company’s $25 million cash reserve ensures it remains well-funded without immediate capital raising needs.
Next Steps
Astral will now work towards completing the takeover and integrating Maximus’ assets. Maximus shareholders will receive further details on how to accept the offer in the upcoming Bidder’s Statement.
If approved, the merged company will progress exploration, feasibility studies, and development at Mandilla and other gold assets.
This deal marks a major step for both companies in creating a leading WA gold developer with strong growth potential.