Pantoro Limited (ASX:PNR) entered into a implementation deed to acquire Tulla Resources Plc (ASX:TUL) from Tulla Resources Group Pty Limited and others for approximately AUD 140 million on February 13, 2023. As per the terms of the transaction, the consideration will be paid in stock. Tulla shareholders to receive approximately 4.9578 Pantoro ordinary shares for every Tulla CDI held, and retain 100% interest in the Industrial Minerals assets. As part of the Scheme, Tulla shareholders will retain beneficial ownership of all Industrial Minerals. Tulla shareholders are expected to be issued a proportionate number of shares in an unlisted Australian proprietary company that will hold the Industrial Minerals assets for the Tulla shares they hold. The Merger will create a new mid-cap ASX-listed gold company. In support of the Merger, Pantoro is launching a two-tranche institutional placement of new fully paid ordinary shares in the Company to sophisticated and professional investors to raise AUD 75 million, Out of which, AUD 10 million will be used to fund the acquisition. The Merger, before the impact of the Pantoro capital raising will result in Pantoro?s shareholders owning in aggregate 51.5% and Tulla?s shareholders owning in aggregate 48.5% of Pantoro?s ordinary shares. The breakup fee for both parties is AUD 1.3 million. Following the implementation, the Pantoro board will comprise 7 directors made up of an independent chair and 3 directors nominated by each of Pantoro and Tulla. A Demerger Scheme Meeting will be held on May 29, 2023, for Tulla shareholders to review and approve the scheme. The transaction has been approved by shareholders of TUL.

Transaction is subject to regulatory approvals including ASX approval, consent from existing lenders, Tulla shareholders approval, Court approval, and other customary conditions. Tulla and Pantoro boards unanimously approved the transaction. Transaction is expected to close in late June, 2023. James Nicholls, Alex Jones, Owen Alcorn, Robert Newman of DLA Piper acted as legal advisors, Amicaa Advisors acted as a financial advisor, and Computershare Investor Services Pty Limited acted as a registrar to Pantoro. Azure Capital acted as a financial advisor and Shakespeare Martineau acted as legal advisors to Resources Plc. Adam Charles, Tim McEwen, Cecilia Mehl, Nick Heggert, Neena Aynsley, Andrew McLean and Sian Newnham of Herbert Smith Freehills acted as legal advisors to Tulla Resources Plc.