New World Resources’ Board Endorses CAML’s A$0.062 Per Share Offer
New World Resources has replaced its previously proposed scheme with a recommended off-market takeover bid from Central Asia Metals at A$0.062 per share, with the Board urging shareholders to accept. The deal includes a US$6.5 million loan facility and matches a rival offer from Kinterra.
- Revised takeover replaces scheme with off-market bid at A$0.062 per share
- No minimum acceptance condition, matching Kinterra’s offer in price and terms
- Board unanimously recommends acceptance and plans to accept on own shares
- Proposed A$10 million equity placement terminated; US$6.5 million unsecured loan facility agreed
- Offer expected to open mid-July 2025 with detailed Target’s Statement forthcoming
Background to the Revised Takeover
New World Resources Limited (ASX – NWC), an Australian-listed mining company with copper and base metals projects in the USA, has announced a significant revision to its proposed acquisition by Central Asia Metals Plc (LON – CAML). The original plan, which involved a Scheme of Arrangement, has been replaced by a recommended off-market takeover bid at a cash price of A$0.062 per share.
This move follows a series of announcements and amendments since May 2025, reflecting ongoing negotiations and strategic recalibrations between the parties. The new bid structure offers shareholders a straightforward cash exit without the complexities of a scheme, aligning CAML’s offer closely with a competing bid from Kinterra Materials Infrastructure & Opportunities II.
Key Terms and Board Recommendation
The CAML Offer is notable for its lack of a minimum acceptance condition, meaning it will proceed regardless of the level of shareholder uptake. This feature mirrors the Kinterra offer, which also lacks such a condition, effectively setting a level playing field for shareholders to consider.
Importantly, the New World Board has unanimously recommended that shareholders accept the CAML Offer, citing its certainty and simplicity. The Board members themselves intend to accept the offer for the shares they control, representing approximately 3.3% of the company’s issued capital, unless a superior proposal emerges.
In a strategic financial adjustment, the parties have mutually agreed to terminate a previously proposed A$10 million conditional equity placement. Instead, CAML will provide New World with a US$6.5 million unsecured loan facility to support project advancement, permitting activities, and transaction costs. This loan facility, while non-binding and subject to conditions, signals CAML’s commitment to backing New World’s ongoing operations during the transition period.
Implications for Shareholders and Market
Shareholders are advised that no immediate action is required as neither the CAML nor the Kinterra offers are currently open for acceptance. The CAML Offer is expected to open by mid-July 2025, following the dispatch of a detailed Target’s Statement that will outline the rationale and benefits of the transaction.
The Board has also cautioned shareholders that once an acceptance is made, it is generally irrevocable, and shareholders will not be able to switch to a potentially superior competing offer. Therefore, some investors may choose to wait before accepting, to see if a better proposal arises.
The transaction includes standard deal protections such as no-shop and no-talk restrictions, break fees of A$2.3 million, and exclusivity provisions designed to safeguard the agreed terms and facilitate a smooth takeover process.
Strategic Assets and Future Outlook
New World’s portfolio includes the Antler Copper Project and Javelin VMS Project in Arizona, and the Tererro Copper-Gold-Zinc Project in New Mexico, all located in the United States. These assets are central to CAML’s strategic expansion in base metals and copper exploration and development.
The revised takeover agreement and accompanying financial arrangements suggest CAML’s intent to consolidate its position in these promising projects, while providing New World shareholders with a clear and immediate value proposition.
Bottom Line?
As the CAML Offer opens, shareholders face a pivotal choice amid competing bids and evolving deal dynamics.
Questions in the middle?
- Will a superior competing proposal emerge before the CAML Offer closes?
- How will the non-binding nature of the US$6.5 million loan facility impact project funding and execution?
- What are the potential regulatory hurdles or timing risks that could affect completion of the takeover?