Ramelius Offers $0.25 Cash Plus Shares in $620M Spartan Acquisition

Background and Transaction Overview

On 11 July 2025, Spartan Resources Limited convened a Scheme Meeting for shareholders to vote on a proposed acquisition by Ramelius Resources Limited. The deal, structured as a scheme of arrangement or a conditional off-market takeover offer, would see Ramelius acquire all issued Spartan shares. The consideration offered is a combination of $0.25 cash and 0.6957 new Ramelius shares for each Spartan share held.

Ramelius, a mid-cap gold producer with operations in Western Australia, notably near Spartan’s Dalgaranga Gold Project, aims to expand its portfolio with this acquisition. The transaction aligns with Ramelius’ strategy of consolidating regional gold assets and leveraging its proven management expertise to develop mineral resources efficiently.

Board Endorsement and Independent Expert Opinion

Spartan’s board, led by Executive Chairman Simon Lawson, has conducted a thorough review of the transaction alternatives and unanimously recommends shareholders vote in favour of the scheme. This recommendation is contingent on the absence of any superior proposal and continued affirmation from the independent expert, BDO, which has concluded the scheme is in the best interests of Spartan shareholders.

The board’s endorsement reflects confidence that the transaction will unlock significant value for shareholders, combining immediate cash returns with exposure to Ramelius’ growth prospects through the share component.

Conditions and Next Steps

The scheme’s implementation hinges on two critical approvals – a minimum 75% affirmative vote from Spartan shareholders and sanction from the Supreme Court of Western Australia. Other customary conditions have been met or are expected to be satisfied ahead of the second court hearing scheduled for 21 July 2025.

Assuming court approval, the scheme is anticipated to become effective on 22 July 2025, with Spartan shares suspended from trading the same day. The record date for participation is set for 24 July, and the transaction’s implementation date is expected on 31 July 2025, when shareholders will receive the agreed consideration.

Shareholder Meeting and Voting Process

The meeting, held both in person at the Parmelia Hilton Perth and online, included detailed procedural guidance for shareholders to cast their votes. Approximately 48.4% of Spartan’s issued capital was represented by valid proxies at the meeting, with the chairman indicating his intention to vote in favour of the scheme resolution.

The formal business centered on the scheme resolution, which requires both a supermajority by vote and a majority by number of shareholders to pass. The results will be announced shortly after the meeting’s conclusion.

Implications for the Gold Sector

This acquisition, if approved, would further consolidate Ramelius’ position in the Western Australian gold mining sector, potentially creating operational synergies and enhancing resource development capabilities. For Spartan shareholders, the deal offers a blend of liquidity and ongoing exposure to the combined entity’s future growth.

Market watchers will be keenly observing the vote outcome and subsequent court approval, as well as any emerging competing proposals that could alter the transaction dynamics.