Ibaera is now within 1% of the compulsory acquisition threshold

  • As of 17 January 2020, Ibaera has a relevant interest in 89.29% of Azumah’s shares
  • Ibaera is able to control the composition of the Company’s Board and pass any resolution of Azumah shareholders on which it is eligible to vote
  • In the event that Ibaera acquires 90% or more of Azumah’s shares, shareholders that have not accepted the Offer before it closes will have their Azumah shares compulsorily acquired and will face an extended timeframe for receipt of their consideration.
  • Azumah’s Independent Director unanimously recommends shareholders ACCEPT Ibaera’s Increased Offer of 3.3 cents per share without delay
  • Ibaera’s Increased Offer to close at 7pm (Sydney time) on 7 February 2020 (unless further extended)

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Increased Offer

Azumah Resources Limited (Azumah) (ASX: AZM) is pleased to announce that IGIC Pte Ltd (an affiliate of Ibaera Capital Fund GP as manager for Ibaera Capital Fund GP Limited) (Ibaera) has agreed with Azumah to increase the consideration offered under its off-market cash takeover offer for all your shares in Azumah to 3.3 cents per share (Increased Offer).

Ibaera has declared the Increased Offer to be last and final, meaning Ibaera cannot increase its Offer price. The Increased Offer of 3.3 cents per Azumah share represents a compelling premium:

  • 136% premium to the closing price of Azumah shares prior to the announcement of the Offer
  • 18% premium to the initial offer made by Ibaera of 2.8 cents per Azumah share
  • Premium to the implied value of Azumah shares represented by the recent minority interest transaction between Azumah and Ibaera for the Wa Gold Project

Azumah Board Recommendation

On November 1, 2019, the directors of Azumah unanimously recommended shareholders ACCEPT the Increased Offer in the absence of any superior proposal. All Azumah directors have now accepted Ibaera’s Offer.

Azumah Chairman Michael Atkins said:

“The Increased Offer was a good result for shareholders, given the significant premium offered to the Azumah share price immediately prior to the Offer being announced, as well as being a premium to the implied value per Azumah share represented by the recent minority 4% interest earn-in transaction entered into with Ibaera in respect to the Wa Gold Project. The Increased Offer price and consequent premium paid to Azumah shareholders is one we believe to be a fair recognition of both Azumah and Ibaera’s respective control over the development of the Wa Gold Project through the existing joint venture arrangements, particularly where key decisions over future progress require the unanimous agreement of both parties. We recognise that some shareholders may have preferred to realise the ultimate vision of successfully bringing the Wa Gold Project into production but after balancing the increased price now on offer for Azumah shares against the inherent future risks of successfully completing financing, construction and entering into steady state production, as a Board we unanimously believe that accepting the Increased Offer is the best path forward for shareholders.”

Board Changes

As Ibaera now holds a relevant interest in over 89% of the Azumah shares, Azumah has made the following changes to the Azumah Board:

  • Ibaera nominee, Dr Jon Hronsky has been appointed to the Azumah Board
  • One independent director, Mr Peter Stuntz, has been appointed to the Azumah Board
  • Mr Stephen Stone, Mr Michael Atkins and Ms Debra Bakker have resigned from the Azumah Board
  • Mr Linton Putland did not stand for re-election at the recent annual general meeting
  • Mr James Wallbank has been appointed to the Azumah Board as a non-executive director and Chairman. Mr Wallbank is currently the Managing Partner of Ibaera Capital

Wa Gold Project

  • Investigations commenced into a potential equity capital raising to fund ongoing working capital and Azumah’s share of estimated capital costs for Wa Gold Project in early 2020
  • Ibaera Capital hires Peder Olsen to oversee potential construction of Wa Gold Project

Risks of remaining an Azumah shareholder

There are risks associated with NOT accepting the Offer and remaining a minority shareholder in Azumah, including:

  • Azumah shares may trade below the Increased Offer price.
  • If Ibaera and Azumah proceed to develop the Wa Gold Project, your interest in Azumah may be materially diluted as a result of any equity raising undertaken to fund Azumah’s share of development costs.
  • The liquidity of Azumah shares may be substantially reduced, which would reduce your ability to dispose of your Azumah shares in the future.
  • If ASX considers that Azumah does not have a sufficient spread of shareholders, it may suspend and/or delist Azumah. If this occurs, any remaining Azumah shareholders may not be able to sell their Azumah shares on-market.
  • Subject to meeting ASX’s criteria for delisting, Ibaera may seek to remove Azumah from the official list of the ASX, as outlined in Ibaera’s Bidder’s Statement (see sections 6.2(a) and 6.3(a)). If Azumah is removed from the official list of the ASX and you have not accepted the Increased Offer, you will remain a shareholder in a private company.

Advisors

Azure Capital is acting as financial advisor and Corrs Chambers Westgarth as legal advisor to Azumah.