Xanadu Mines Takeover Offer Goes Unconditional as Major Shareholders Back Bid

Takeover Offer Moves to Unconditional Stage

Xanadu Mines Limited (ASX, XAM) has lodged a Supplementary Target’s Statement confirming that Bastion Mining Pte Ltd’s off-market takeover bid has now become unconditional. This follows Bastion’s notification that the minimum relevant interest condition was met on 23 June 2025, removing any remaining conditions that could have prevented the offer from proceeding.

The offer period has also been extended by 14 days, now closing at 7, 00pm Sydney time on 15 July 2025. This extension provides shareholders additional time to consider the bid and decide whether to accept.

Major Shareholders Signal Support

Significantly, two of Xanadu’s largest shareholders have accepted Bastion’s offer. Zijin Mining’s subsidiary, which holds a 15.7% relevant interest, has agreed to sell its entire stake. Additionally, CAAF Ltd, the largest independent shareholder with a 9.89% interest, has also accepted the bid. Together, these acceptances have propelled Bastion’s voting power in Xanadu to 55.65%, effectively giving it majority control.

This level of shareholder support diminishes the likelihood of a competing superior proposal emerging, a point noted by Xanadu’s Takeover Board Committee. The committee itself, representing a further 2.78% of shares, alongside key directors and management holding 5.25%, have expressed their intention to accept the offer by 1 July, subject to the absence of a better proposal and a continued positive assessment from the independent expert.

Implications for Shareholders and Market

For shareholders who accepted the offer before 23 June, Bastion aims to pay consideration by 7 July. Those accepting after this date can expect payment within 10 business days of acceptance. While these timelines are framed as 'best endeavours', they provide a clear roadmap for the transaction’s near-term execution.

Xanadu Mines, known for its copper-gold exploration projects in Mongolia, including the flagship Kharmagtai project, now faces a pivotal moment. The takeover, if completed, could reshape the company’s strategic direction under Bastion’s control and potentially accelerate development plans with new backing.

Investors will be watching closely for any late developments, including potential rival bids or changes in the independent expert’s fairness opinion, which remains a key condition for some shareholders’ acceptance.