Patronus Offers $0.045 Per Share, Valuing Matsa at $33 Million

Overview of the Takeover Offer

Patronus Resources Limited (ASX: PTN) has formally announced an on-market takeover bid for all outstanding shares of Matsa Resources Limited (ASX: MAT) that it does not already own. The offer price is set at A$0.045 cash per share, implying an equity valuation of around A$33 million for Matsa. This price represents a compelling premium over recent trading levels, ranging from 12.5% above the last traded price to a substantial 60.7% premium over Matsa’s strategic placement price in September 2024.

The offer is unconditional and fully funded from Patronus’ existing cash reserves, with Euroz Hartleys appointed as the broker to facilitate on-market purchases at the offer price immediately from the announcement date. The formal offer period runs from 24 February to 24 March 2025, with the possibility of extension.

Strategic Rationale and Shareholder Benefits

Patronus and its associates currently hold a significant 19.57% stake in Matsa, positioning them as the largest shareholder group. The takeover bid aligns with Patronus’ broader gold exploration and development strategy, aiming to consolidate assets and streamline operations. Patronus highlights that the offer provides Matsa shareholders with immediate liquidity and a certain cash value, mitigating risks related to Matsa’s ongoing funding needs and debt refinancing challenges.

For Matsa shareholders, the offer presents an opportunity to realise value at a premium relative to historical trading prices and to exit their holdings with cash paid on a T+2 settlement basis. Given Matsa’s relatively low average daily traded value of approximately A$16,000, the offer also addresses liquidity constraints that shareholders might otherwise face.

Potential Changes Post-Acquisition

Patronus has signalled intentions to potentially restructure Matsa’s board and management team following the acquisition. The company plans to conduct a strategic review of Matsa’s asset base, focusing on securing equity funding to repay existing debt, prioritising exploration budgets, and considering non-core asset divestments. Operational efficiencies are expected through consolidation of corporate functions, including relocating Matsa’s corporate office to Patronus’ Perth headquarters.

While Patronus does not currently intend to compulsorily acquire outstanding shares if it surpasses 90% ownership, it reserves the right to do so in the future. The takeover bid also raises the possibility of Matsa’s removal from the ASX official list if shareholder spread and liquidity diminish significantly.

Context on Patronus and Matsa

Patronus Resources is a Western Australian-based gold, base metals, and uranium explorer and developer, with key projects including the Cardinia Gold Project in WA and several Northern Territory assets. It holds a market capitalization of approximately A$96.6 million as of early February 2025.

Matsa Resources operates primarily in gold exploration and mining in the Laverton region of Western Australia, with a flagship Lake Carey Gold Project and additional prospective landholdings in Thailand. Matsa’s shares have traded between A$0.023 and A$0.052 over the past year, reflecting volatility typical of junior exploration stocks.

Regulatory and Market Considerations

The offer is compliant with Australian Corporations Act provisions and has received no objection from the Australian Government’s Foreign Investment Review Board. Patronus has engaged financial and legal advisers to support the transaction. Shareholders are encouraged to review the detailed Bidder’s Statement and consider independent financial advice before deciding whether to accept the offer.