Kinterra Raises NWR Takeover Bid to A$0.062, Outbidding CAML with Cash Offer

Kinterra’s Enhanced Bid for New World Resources

Kinterra Capital GP Corp. II, acting as the general partner of the Kinterra Critical Materials & Infrastructure Opportunities Fund II, L.P., has officially increased its off-market takeover offer for New World Resources Limited (ASX, NWC) to A$0.062 per share. This move, announced on 10 July 2025, marks a significant premium over recent trading prices and positions Kinterra’s bid as the leading offer in the ongoing contest for control of NWR.

The revised offer price represents a premium of approximately 121% over NWR’s last closing price of A$0.028 on 20 May 2025, and exceeds the competing cash proposal from Central Asia Metals Plc (CAML), which stands at A$0.055 per share. Kinterra’s all-cash offer is notable for its minimal conditionality, being subject only to limited prescribed occurrences, and is unconditional on financing, providing shareholders with certainty of value.

Strategic Position and Shareholder Influence

Kinterra currently holds a substantial 19.30% relevant interest in NWR, making it the largest shareholder. This significant stake not only underscores Kinterra’s commitment but also gives it considerable influence over shareholder voting outcomes, particularly in relation to rival proposals. Kinterra has confirmed its intention to vote against the CAML scheme, leveraging its position to support its own offer.

The fund’s strategy includes acquiring 100% ownership of NWR, with plans to potentially delist the company from the ASX. Post-acquisition, Kinterra intends to conduct a comprehensive review of NWR’s operations, corporate structure, and management team, with a view to optimizing the company’s strategic direction and asset value. While no definitive decisions have been made regarding board composition or management changes, Kinterra has signaled openness to retaining key personnel where appropriate.

Offer Terms and Shareholder Considerations

The offer is scheduled to remain open until 7, 00pm (Sydney time) on 10 August 2025, unless extended or withdrawn. Shareholders are encouraged to accept promptly to secure the attractive cash consideration and avoid potential liquidity risks associated with holding minority stakes post-takeover.

Kinterra has also appointed Moelis Securities Ltd as its broker for on-market purchases of NWR shares at or below the offer price during the bid period, further demonstrating its commitment to increasing its stake. The offer extends to shares issued upon exercise of convertible securities during the offer period.

Importantly, the bidder’s statement includes detailed guidance on the Australian tax implications for shareholders, including capital gains tax considerations and potential withholding obligations for foreign residents. Kinterra has committed to paying all applicable stamp duties and transaction costs associated with the offer.

Competing Proposal and Market Implications

The competing CAML proposal remains conditional on multiple regulatory approvals and shareholder votes, with a minimum acceptance threshold of 50.1%. In contrast, Kinterra’s offer avoids such complexities, providing a cleaner path to acquisition. The timing difference is also notable, with CAML’s scheme vote not expected until mid-September 2025, whereas Kinterra’s offer closes in early August.

This dynamic introduces an element of uncertainty for shareholders weighing their options, but Kinterra’s superior price and minimal conditions may prove decisive. The market will be watching closely for acceptance rates and any further developments from CAML.