Kinterra Challenges CAML’s $10M Placement in New World Resources Takeover Battle

Background to the Takeover Contest

New World Resources Limited (ASX, NWC), a mineral exploration company, has become the centre of a heated takeover battle. Central Asia Metals PLC (CAML) initially agreed to acquire all shares of NWC at 5 cents per share under a scheme of arrangement announced in May 2025. However, the situation quickly escalated as competing interests emerged, notably from Kinterra Capital GP Corp II, acting on behalf of its fund.

Escalating Bids and Strategic Moves

Following the initial agreement, CAML increased its offer price multiple times, reaching 6.2 cents per share, and simultaneously made a $10 million placement into NWC at the revised price. Meanwhile, Kinterra increased its stake in NWC to over 19% and launched a competing takeover bid at 6.2 cents per share, positioning itself as a serious challenger. Kinterra also indicated its intent to vote against CAML’s scheme, signalling a full-scale contest for control.

Allegations of Market Manipulation and Frustration

Kinterra’s application to the Takeovers Panel alleges that CAML and NWC have acted to frustrate a fair and competitive auction process. Central to these claims is the $10 million placement agreement between CAML and NWC, which Kinterra argues was entered into despite CAML’s knowledge of Kinterra’s takeover intentions. Kinterra further contends that NWC failed to terminate this placement agreement even after conditions allowing termination were met, and despite Kinterra’s offers of alternative financing.

Moreover, Kinterra accuses CAML of breaching provisions of the Corporations Act, including insider trading, market manipulation, and misleading conduct. These serious allegations, if upheld, could have significant regulatory and market consequences.

Takeovers Panel and Next Steps

The Takeovers Panel has received Kinterra’s application but has not yet appointed a sitting panel or decided whether to conduct proceedings. Kinterra seeks interim orders to halt CAML’s placement and prevent further share acquisitions, as well as final orders to permanently block the placement and require CAML to divest its shares. The Panel’s forthcoming decisions will be closely watched by investors and market participants, as they will shape the outcome of this contested takeover.

Implications for Shareholders and Market Dynamics

This dispute highlights the complexities and strategic manoeuvrings common in contested takeovers, especially in the mining sector where control of exploration assets can be highly valuable. Shareholders of NWC face uncertainty as competing bids and regulatory scrutiny unfold. The outcome will not only determine who controls NWC but may also set precedents for how takeover contests and placements are managed under Australian corporate law.