Fitzroy River Corporation Limited (ASX:FZR) made an offer to acquire remaining 52.2% stake in Royalco Resources Limited (ASX:RCO) from 163 shareholders for approximately AUD 6.6 million on November 14, 2019. Fitzroy will acquire 27.53 million shares at a price of AUD 0.24 per share. As of November 21, 2019, transaction will be funded through cash reserves, loan facility of AUD 5 million by Ron Brierley and cash proceeds from the sale of securities. Fitzroy intends to remove David Croll as a Director, post completion of the acquisition of 90% shares.

The transaction is subject to minimum acceptance condition of 90%. The transaction is also subject to market fall condition which allows Royalco to withdraw the Offer if the S&P/ASX All Ordinaries Index closes at a level that is 10% or more below the level of that index at 5.00pm (Sydney time) on the Trading Day immediately prior to the date of the Bidder's Statement and remains at or below that level for at least two consecutive Trading Days. The Offer is also subject to the Prescribed Occurrences. “Prescribed occurrences" are certain events which, if they occur, will give Fitzroy the right not to proceed with the Offer. Some of these events include Royalco splitting or consolidating its shares, Royalco or a Subsidiary buying-back or reducing its capital, Royalco or a Subsidiary issuing securities, Royalco or a Subsidiary disposing of the whole or a substantial part of its business or property, or the occurrence of an Insolvency Event in respect of Royalco or a Subsidiary. If Fitzroy River Corporation Limited achieved 90% ownership, then it will make compulsory acquisition for remaining stake. Board of Directors of Royalco Resources Limited has formed an independent Board committee to review the offer and advise the shareholders. The Independent Board Committee recommends that shareholders ACCEPT the Offer in the absence of a superior proposal. The offer is not subject to financing condition. As of December 19, 2019, the Board of Directors of High Peak Royalties Limited approved the offer. The offer is unconditional and free of defeating conditions. The 93.91% shareholder of Royalco accepted the offer. Shareholders who do not accept the offer by the end of the offer period will have their shares compulsorily acquired by Fitzroy, and will receive payment for their shares later than if they accept the offer. The tender offer commenced on December 5, 2019 and is expected to close on January 13, 2020.

Watson Mangioni acted as legal advisor for Royalco. TC Corporate Pty Limited, Mont Lawyers Pty Limited and Boardroom Pty Limited acted as financial advisor, legal advisor and registrar to Fitzroy River Corporation Limited respectively. BDO Corporate Finance (East Coast) Pty Ltd, Financial Advisory Arm and Henslow Pty. Ltd. acted as independent expert and financial adviser for Royalco in the transaction.