Andes Resources Limited entered into a non-binding takeover offer to acquire Metminco Limited (ASX:MNC) in a reverse merger transaction on March 13, 2019. As of May 17, 2019, Andes Resources Limited has signed a binding implementation agreement to acquire Metminco Limited in a reverse merger transaction. Under the terms of the merger, Metminco Limited will issue 33.5 shares for every 1 share of Andes. Under the terms of binding implementation agreement, Metminco Limited will issue 25 shares for every 1 share of Andes Resources Limited. Post completion of the merger, two directors from Andes will be invited to join the board of Metminco, Kevin Wilson will remain the Chairman of Metminco. Jason Stirbinskis will be offered the role of Managing Director of Metminco. Ross Ashton will be invited to the board as a non-executive director. Roger Higgins and Glenister Lamont, current non-executive directors of Metminco are expected to resign at this time.

The transaction is subject to due diligence and signing of the binding implementation agreement, which is expected to be signed on or before March 2019, Metminco restructures its debt and approval by the shareholders of Metminco. The signing of the formal agreement is subject to a minimum acceptance of 90%, an independent expert's opinion on the transaction, swapping and cancellation of the existing options of Metminco Limted, approval by the board of Andes Resources Limited, Metminco and Andes collectively raising of AUD 4 million and Metminco renegotiating its deferred acquisition financing owing to RMB. Andes' shareholders, including Board and management, holding in aggregate approximately 62% of Andes shares intend to accept the Offer in the absence of a Superior Proposal. The transaction has been unanimously recommended by the Board of Andes to its shareholders to vote in favor of the transaction. As of July 15, 2019, transaction was approved by shareholders of Metminco Limited. As of March 15, 2019, Metminco raised AUD 0.92 million by issuing unsecured convertible notes. As of July 31, 2019, Metminco has received an acceptance form from Sandfire Resources NL that its voting power in Andes has risen over 90% following receipt of acceptances under the takeover offer. The transaction has been freed from replacement target option condition and Metminco shareholder approval condition. Use of the proceeds from the convertible notes will include funding of Metminco Limited's working capital requirements and progressing this transaction. As of June 3, 2019, Metminco completed the capital raising of AUD 2.3 million. As of May 17, 2019, Metminco Limited shareholders meeting is scheduled to take place on July 5, 2019. As of July 29, 2019, Andes has procured option cancellation deeds in respect of all options on issue to acquire shares in Andes and the Offer are now free of that condition. As of August 8, 2019 the offer has become unconditional. As of March 20, 2019, transaction is expected to complete in or around June 2019. Transaction is scheduled to complete on July 12, 2019. As of June 19, 2019, transaction is scheduled to complete on July 31, 2019 and compulsory acquisition will complete on August 26, 2019. As of July 16, 2019, the transaction is expected to complete by August 7, 2019. As of July 31, 2019, the transaction is expected to be completed by August 15, 2019.

Hartleys Limited acted as financial advisor to Metminco Limited. Bellanhouse Legal acted as legal advisor to Metminco Limited. Metminco Limited will issue 62.5 million shares to Hartleys Limited for advisory fee. Steinepreis Paganin acted as legal adviser to Andes Resources Limited.

Andes Resources Limited completed the acquisition of Metminco Limited (ASX:MNC) in a reverse merger transaction on August 15, 2019. Metminco Limited had received acceptance of Andes Shares. Metminco acquired a relevant interest in over 90% of all Andes shares on issue and subject to the takeover offer. Metminco will now exercise its right to acquire the remaining shares under the compulsory acquisition provisions.