Under the agreement, Rox will acquire Venus' gold interests in each of its Youanmi joint ventures (30% of OYG JV (all minerals), 45% of Youanmi JV and Currans Find JV, and 50% of Venus Metals JV) (collectively the "
The Transaction will see all gold rights held by Rox and Venus consolidated under a simplified, single ownership structure, providing a strong platform to progress the development of the
Venus shareholders will, following completion of the Transaction, have the opportunity to benefit from the Transaction through:
- Eligible Venus shareholders (as at a record date to be advised) receiving
- Retaining their Venus shares, and therefore, retaining an indirect interest in the Rox Shares retained by Venus and continue to participate in the value of Venus' non-Youanmi assets (which include gold, lithium, base metals and rare earths projects).
By simplifying the ownership structure, streamlining the development decision making process and increasing scale and market relevance, the parties believe that this structure will provide Rox with greater market appeal and access to capital, which is expected to unlock value for both Rox and Venus shareholders.
Management Comments
Rox Resources Managing Director, Mr
"Consolidating the gold interests under the
"Building on our existing high-grade resource base and our recent exploration success at Midway and Youanmi South, this simplified ownership structure will enable Rox and Venus shareholders to share in the future growth of Rox as we work to unlock the full potential of the
"2023 is set to be a milestone year at Youanmi, with drilling underway to convert existing Inferred Resources to Indicated status to support the Pre-Feasibility Studies. We are also very excited to see ongoing results from the Midway and Youanmi South discoveries, which are potential gamechangers for the
Venus Managing Director, Mr
"This is a win-win transaction for all shareholders in both companies, unlocking considerable value and dramatically simplifying the development pathway for the
I'm extremely confident in the capabilities of the Rox Board and Management team, and very excited to be joining forces with them with the aim of bringing the
Transaction Rationale
Both the Rox and Venus Boards consider there to be strong strategic rationale for the Transaction. Venus shareholders will retain their exposure to the
Both sets of shareholders are expected to benefit from:
- Simplified ownership - this is expected to result in cost synergies and increases the appeal of the
- Greater market relevance - consolidating ownership of the
- Access to capital - the simplified ownership structure will appeal to potential debt providers, whilst the greater scale and relevance will appeal to institutional investors; and
- Re-rating potential - Rox currently trades at a resource multiple that is a substantial discount to its peers. Rox and Venus believe that the factors outlined above will position Rox well for a positive rerating in the market.
Following completion of the Transaction, Venus will continue to hold its non-gold interests in the Youanmi JV, Currans Find JV and Venus Metals JV, as well as its interests in its projects other than Youanmi, including the Youanmi Vanadium deposit,
Additionally, following completion of the Transaction and the in-specie distribution, Venus is expected to hold 55 million
Key Transaction Details
The key transaction terms are summarised below:
- Joint venture consolidation - upon completion of the Transaction, the ownership of the Youanmi mine tenements (and the gold and non-gold rights under those tenements) will be as set out in the map below.
Rox will become the tenement holder for the majority of the Youanmi exploration tenements (where Venus will retain rights to non-gold minerals), whilst Venus will remain as tenement holder of selected tenements deemed core to their base metals and other minerals interests (Rox will retain the gold rights).
- Consideration shares - the Transaction will be funded through the issue of 110 million
To view the Transaction detail and timetable, please visit:
https://abnnewswire.net/lnk/1JZKM7T3
About
The Company's major gold project is the
Contact:
Managing Director
Tel: +61 8 9321 7541
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