Andromeda Metals has been on a journey to consolidate its ownership of Natural Nanotech and the Great White kaolin project in South Australia.
Up until this point, Minotaur Exploration has had 50 per cent and 25 per cent stakes in Natural Nanotech and Great White respectively.
However, for Andromeda to become the halloysite-kaolin producer it wants to be, the company needs to have full control of the two ventures.
“We’ve got to the point where things are progressing so well that we really need to make sure there’s no impediment to what we want to do,” Andromeda managing director James Marsh told Australian Resources & Investment.
“And having a minority shareholder who doesn’t necessarily move at the same speed as us and doesn’t necessarily have the same goals as us, was going to be a big problem moving forward.”
Andromeda announced its intention to execute an off-market takeover of Minotaur in early November, which would see Minotaur shareholders receive 1.15 Andromeda shares for every one Minotaur share held.
The bid values Minotaur at 20.8 cents per share, which represented a 59.8 per cent premium to last close of Minotaur shares as of November 8, 2021.
Unanimously recommended by the Minotaur board, the offer opened on December 8 and was initially scheduled to close on January 31.
However, as Andromeda seeks to achieve a 90 per cent relevant interest in Minotaur shares – a minimum acceptance condition for the transaction – the offer is now scheduled to close on February 25.
As of February 7, Andromeda’s takeover offer had been made unconditional and the company had a relevant interest in 79.16 per cent of Minotaur shares.
Andromeda will commence paying eligible shareholders their share consideration within one month of February 7. Future shareholders will be honoured one month from their acceptance.
Andromeda aims to release its Great White definitive feasibility study (DFS) and bankable feasibility study (BFS) in early 2022, before the company aims for first halloysite-kaolin production from Great White in mid-2022.
Natural Nanotech is a research and commercialisation venture that will assist Andromeda in advancing halloysite’s nanotechnology capabilities.