All Industrial Network Limited entered into an agreement to acquire Aorere Resources Limited (NZSE:AOR) in a reverse merger transaction for NZD 53.2 million on April 5, 2020. Pursuant to the terms of the agreement, the consideration will be paid through an issue of new Aorere Resources Limited shares. Prior to completion of the acquisition, Aorere Resources Limited intends to consolidate its shares so that it has approximately 0.4 million shares on issue. At completion of the acquisition, All Industrial Network Limited will own two businesses, namely, SMW and BAE Engineering. At completion of the acquisition, Aorere Resources Limited will distribute shares in its wholly owned subsidiary, Widespread Limited to all Aorere Resources shareholders on a pro rata basis. Widespread will at that time hold all existing assets of Aorere Resources Limited and a right to receive up to NZD 0.6 million over the following two years from AIN. Widespread will continue the current business of Aorere Resources Limited as a private, widely-held company. Accordingly, existing shareholders will receive a new shareholding in Widespread while continuing to hold their Aorere Resources Limited shares (which will be consolidated). Following the acquisition, Aorere Resources Limited intends to change its name to SMW Group Limited (NZX: SMW) ). Aorere intends to apply to the Australian Securities Exchange. Aorere will become a dual listed company on both the NZX and the ASX. Following completion, the aggregate shareholding of existing shareholders in Aorere Resources Limited is expected to comprise approximately 0.74% of the issued share capital of SMW Group Limited. The existing Aorere Resources Limited directors will resign (other than Chris Castle and Jill Hatchwell who will continue as directors) and new directors Christopher Leon, John Trenaman, Oliver Sabu and Greg Kern will be appointed. It is intended that Christopher Leon will be the new independent Chairman of SMW Group Limited.

The transaction is conditional upon, all regulatory approvals being obtained, the approval of Aorere Resources Limited shareholders, any change of control consents being obtained, All Industrial Network Limited completing the acquisition of SMW and BAE Engineering and All Industrial Network entering into new debt facilities of approximately NZD 23.1 million. Prior to the completion of the Acquisition, Aorere will transfer all of its assets and novate all of its liabilities to Widespread. If the acquisition is approved Aorere Resources Limited will consolidate its shares prior to completion. The Board of Aorere has unanimously recommended the approval of the transaction. As of June 26, 2020, shareholders of Aorere Resources approved the transaction. As of July 3, 2020, the acquisition is now unconditional. The transaction is expected to be closed by June 26, 2020. As per disclosure of June 22, 2020, the expected closing is sometime between July 7, 2020 to July 8, 2020. The transaction will have a positive impact on the Aorere's financial position. Peter Simmons of Simmons Corporate Finance Limited acted as fairness opinion provider for Aorere.