Coda Minerals Limited (ASX:COD) entered into a Bid Implementation Deed to make an offer to acquire Torrens Mining Limited (ASX:TRN) for AUD 23.1 million on February 8, 2022. Coda to make off-market takeover offer to acquire Torrens with 0.23 new Coda shares offered for every 1 Torrens share held. Torrens' shareholders will be expected to hold 21.2% interest in the enlarged Coda thereby. As a part of Offer, Torrens to merge with Coda. Coda to make available to Torrens an interim funding facility for up to AUD 2 million, to assist with Torrens' funding requirements through the Offer period. As soon as Offeror acquires a Relevant Interest in more than 50% of Torrens Shares and Bid becomes or is declared unconditional, Offeror will have the right to appoint such number of nominee directors so as to comprise the majority of Torrens Board. As soon as practicable after the Bidder acquires a Relevant Interest in at least 90% of Torrens shares and Bid becomes or is declared unconditional, Torrens agrees to procure the resignation of all of the Directors other than the Nominee Directors. In case of termination, Torrens must pay AUD 0.25 million to Coda.

The Offer remains subject to certain conditions including 90% minimum acceptance condition, no material adverse events or prescribed occurrences in relation to Torrens, no adverse regulatory event affecting Torrens, no material litigation and other customary conditions for a transaction of this type, Torrens obtaining all legal, regulatory and shareholder Authorisations, Authorisations from the required third party, Torrens Option Holders accepting the Option Offer and the Offer becoming unconditional in accordance with this Deed. Torrens' Board of Directors unanimously recommend that Torrens' shareholders accept the Offer, in the absence of a superior proposal. Torrens' Directors have advised they will accept the offer for all Torrens shares they own or control representing 26.8% of Torrens shares, in the absence of a superior proposal. Separately, Torrens' shareholders representing 15.4% of Torrens shares on issue have provided intention statements, confirming they intend to accept the offer for all Torrens shares they own or control, in the absence of a superior proposal. As of April 1, 2022 all the conditions have been waived off by Coda Minerals Limited (ASX:COD) and Torrens Mining Limited (ASX:TRN).

Offer will open on February 28, 2022 and will close on March 29, 2022. The transaction is expected to complete on April 6, 2022. As of April 20, 2022, Offer period has been extended to April 27, 2022. As of April 20, 2022, Coda had a relevant interest in approximately 88.13% of the fully paid ordinary shares in Torrens as a result of acceptances of the Offer. As per disclosure of April 21, 2022, Coda Minerals Limited has a relevant interest in 91.28% of Torrens shares and is entitled to proceed to compulsory acquisition of the remaining Torrens shares in respect of which it has not received acceptances under the Offer. Torrens shareholders who validly accept the Offer by Aril 27, 2022 time will receive the consideration for their Torrens shares earlier, instead of having to wait for their Torrens shares to be compulsorily acquired under the compulsory acquisition process. Coda proceeded to lodge its Compulsory Acquisition Notice with the Australian Investments and Securities Commission. Coda intends to issue the consideration shares to all Torrens shareholders who have either already accepted the Offer or who accept the Offer before the end of the offer period on 6 May 2022. Transaction is accretive for Coda and is expected to unlock significant strategic and financial benefits for all participating shareholders. Taylor Collison Limited acted as financial advisor and Hamish Taylor of Blackwall Legal LLP acted as legal advisor to Coda Minerals Limited. Longreach Capital Pty. Ltd. acted as financial advisor and Allens acted as legal advisor to Torrens Mining Limited.

Coda Minerals Limited (ASX:COD) completed the acquisition of Torrens Mining Limited (ASX:TRN) on April 29, 2022. Coda issued 24,182,344 fully paid ordinary shares on 6 May 2022 to those Torrens shareholders who accepted the Offer. Coda has now been registered as the holder of 105,140,375 fully paid ordinary shares in Torrens,
representing 91.66% of the Torrens' shares on issue. As noted in its announcement of 22 April 2022, Coda intends to acquire the remaining Torrens shares pursuant to the compulsory acquisition process under the Corporations Act 2001 (Cth). As per disclosure of May 3, 2022, Coda has moved to compulsory acquisition which will see Torrens 100% owned by Coda.