Xanadu Mines has received a takeover bid from Bastion at A$0.08 per share, representing a substantial premium and backed unanimously by the board and major shareholder CAAF. The offer includes a $17.2 million capital injection and is subject to limited conditions.
- Bastion offers A$0.08 per share, a 57% premium over last close
- Xanadu’s board and major shareholder CAAF endorse the offer as fair and reasonable
- Bastion commits to acquiring at least 50.1% of Xanadu shares
- Subscription agreement for $17.2 million capital injection at A$0.06 per share
- Offer subject to limited conditions and no superior competing proposals
A Premium Offer Emerges
Xanadu Mines, the ASX and TSX-listed copper-gold explorer operating in Mongolia, has received a takeover proposal from Bastion at A$0.08 per share. This offer represents a significant premium of 57% over Xanadu’s last closing price on 16 May 2025, and between 46% to 62% over various volume-weighted averages in recent trading periods. The premium signals Bastion’s strong interest in securing control of Xanadu’s promising portfolio, including its flagship Kharmagtai Project.
Board and Major Shareholder Support
The offer has garnered unanimous support from Xanadu’s board and its major shareholder, CAAF Ltd, which holds an 11.85% stake. Both parties have declared the offer fair and reasonable, with the board recommending shareholders accept the bid. This endorsement is a critical vote of confidence, suggesting the offer aligns with shareholder value expectations and strategic interests.
Capital Injection and Subscription Agreement
In addition to the takeover offer, Bastion has entered into a subscription agreement to inject approximately A$17.2 million into Xanadu by subscribing for 286.8 million new shares at A$0.06 each. This capital raise, expected to settle by 26 May 2025, will provide Xanadu with immediate liquidity to support ongoing exploration and development activities. Following settlement, Bastion will hold a relevant interest of approximately 13.04% in Xanadu.
Conditions and Exclusivity
The offer is subject to limited conditions, including Bastion obtaining a relevant interest of at least 50.1% in Xanadu. The Bid Implementation Agreement includes customary exclusivity provisions, restricting Xanadu from soliciting competing proposals and granting Bastion rights to terminate the agreement under certain circumstances. Notably, the agreement excludes typical 'no shop' and 'no talk' clauses, allowing some flexibility in the event of superior offers.
Advisers and Next Steps
Both parties have appointed reputable legal and financial advisers to navigate the transaction. Xanadu has engaged Jefferies and Bennett LLP among others, while Bastion is supported by Capital Markets Cormark CIBC and Stikeman Elliott. Investors can expect a Target’s Statement from Xanadu, which will include an Independent Expert’s Report assessing the offer’s fairness. Shareholders are advised to await this documentation before making decisions.
Strategic Implications
This takeover bid marks a pivotal moment for Xanadu Mines, potentially accelerating its growth trajectory through new capital and strategic alignment with Bastion. The premium offer reflects Bastion’s confidence in Xanadu’s assets and exploration upside in Mongolia’s copper-gold sector. However, the market will watch closely for any competing bids or regulatory developments that could influence the outcome.
Bottom Line?
Xanadu’s takeover saga is underway, with a premium offer and capital boost setting the stage for shareholder decisions and potential market shifts.
Questions in the middle?
- Will any competing bids emerge to challenge Bastion’s offer?
- How will the capital injection impact Xanadu’s exploration and development plans?
- What are the potential regulatory hurdles or approvals required to complete the takeover?