Andromeda Metals Limited (ASX:ADN) entered into a Bid Implementation Agreement to acquire Minotaur Exploration Limited (ASX:MEP) from a group of shareholders for approximately AUD 120 million on November 10, 2021. Under the terms, Andromeda will issue 1.15 shares for each share. As part of the deal, Minotaur will demerge its copper and gold assets into a subsidiary, Breakaway Resources, which it intends to list on the ASX. The demerger will be undertaken in parallel with the acquisition. Reimbursement fee is set to AUD 1 million. No Minotaur Director has been offered a position on the Andromeda board. The Combined Entity will be managed by the existing board and management of Andromeda. Andromeda has indicated that if it becomes entitled to compulsory acquire any outstanding Minotaur Shares, it intends to proceed with the compulsory acquisition of these Shares and options. The Offer is subject to certain conditions customary for a transaction of this nature, including a 90% minimum acceptance condition, deal protection mechanisms including “no shop, no talk” restrictions, a market-standard break fee payable in certain circumstances, regulatory approvals and consents, Minotaur Shareholder approval for the Demerger and other conditions. Minotaur's Board has unanimously recommended that all Minotaur shareholders accept this Offer, in the absence of a superior proposal. Minotaur's Directors and several of Minotaur's largest Shareholders, who collectively represent 14.5% of Minotaur's issued Shares, have each committed to accept the Offer. As on January 20, 2022, the transaction was approved by the shareholders of Minotaur Exploration Limited. The Offer expires on January 31, 2022. As on January 24, 2022, announced that Offer will remain open for acceptance until February 14, 2022 unless withdrawn or further extended. As on January 24, 2022, the Demerger Condition Statement has been fulfilled, but all other Conditions are still pending and the voting power of the Bidder and its associate (in aggregate) in Minotaur is approximately 65%. As of February 7, 2022, the transaction becomes unconditional and is expected to complete on February 25, 2022.

Taylor Collison Limited acted as financial advisor and Andrew Corletto, Kent Grey, Lachlan McNamara, Molly Stephens and Paul Ingram of MinterEllison acted as legal advisors to Andromeda Metals Limited. Minotaur has appointed Argonaut Limited as financial advisor and Steinepreis Paganin as legal advisor. Computershare Investor Services Pty Limited acted as registrar to Minotaur Exploration Limited. Ernst & Young Capital Advisors, LLC acted as due diligence provider for Andromeda.

Andromeda Metals Limited (ASX:ADN) completed the acquisition of Minotaur Exploration Limited (ASX:MEP) from a group of shareholders on February 25, 2022. As on February 25, 2022, Andromeda held a relevant interest in 91.22% of Minotaur shares on issue. Andromeda Metals Ltd has proceeded to compulsory acquisition of the remaining Minotaur Exploration shares it does not already hold. Accepting shareholders will be issued Andromeda shares on March 4, 2022, while those who did not accept the offer by 7pm (AEDT) on February 25, 2022, will have their shares compulsorily acquired and will receive consideration shares a number of weeks later than those who accepted Andromeda's offer by the closing date.