Australian Vanadium Limited (ASX:AVL) entered into a scheme of arrangement to acquire Technology Metals Australia Limited (ASX:TMT) from Resource Capital Fund VII L.P., a fund managed by RCF Management, LLC and others for AUD 84.4 million on September 23, 2023. TMT Shareholders will receive 12 AVL Shares for every TMT Share held on the Scheme record date. This implies an offer price of AUD 0.324 per TMT Share based on AVL?s last close price of AUD 0.027.

AVL Board to be complemented with the addition of Jo Gaines as a Non-Executive Director. Ian Prentice to join AVL?s executive management team and will be initially focused on the integration of the two adjoining projects. All directors on the TMT Board other than the AVL nominees will resign.

Post-acquisition, existing AVL shareholders will hold 58% of the combined group and existing TMT Shareholders will hold 42% of the combined group. Under the Scheme Implementation Deed, a liquidated amount (or break fee) of AUD 839,900 may become payable by AVL to TMT in certain circumstances. In addition, a liquidated amount (or break fee) of AUD 839,900 may become payable by TMT to AVL in certain circumstances.

The combined group will continue to trade as Australian Vanadium Limited on the ASX. The transaction is subject to approval being obtained from TMT Shareholders, court approval, AVL raising at least AUD 15 million under the Placement, the Independent Expert issues an Independent Expert?s Report and other conditions customary for a transaction of this nature. The Scheme is unanimously recommended by the TMT Board.

The transaction is expected to close by January / February 2024. Macquarie Capital acted as financial adviser and Christian Owen of Corrs Chambers Westgarth acted as legal adviser to Australian Vanadium. Sternship Advisers and Argonaut PCF acted as financial advisers and James Nicholls of DLA Piper acted as legal adviser to TMT.

Automic Pty Ltd acted as Registry to Technology Metals Australia.