Kinterra’s $0.067 Offer Values New World at $251 Million, Board Recommends Acceptance

Background and Offer Details

New World Resources Limited (ASX – NWC), an Australian-listed mineral exploration company focused on high-grade base and precious metals projects in the United States, has lodged its Target’s Statement in response to an unconditional off-market takeover offer from Kinterra Capital GP Corp. II. The offer price is set at A$0.067 cash per share, representing a significant premium to New World’s historical trading prices.

Kinterra Capital, a Toronto-based private equity firm specializing in late-stage critical minerals projects, currently holds approximately 39.46% of New World’s shares and has indicated intentions to increase its stake. The offer is unconditional, with payment promised within five business days of acceptance.

Board Recommendation and Competing Bid Withdrawal

Following a competitive process, the New World Board has unanimously recommended that shareholders accept the Kinterra Offer, subject to no superior proposal emerging before the offer closes at 7 – 00pm (AEST) on 10 August 2025. This recommendation comes after Central Asia Metals PLC (CAML) withdrew its competing unconditional offer of A$0.065 per share, having declined to match Kinterra’s increased bid.

All New World directors have committed to accepting the Kinterra Offer for their shares, signaling strong board confidence in the transaction. The offer price values New World at approximately A$251 million on a fully diluted basis, delivering a premium of over 139% to the last closing price prior to the competing bid announcements.

Implications for Shareholders

Shareholders are presented with three choices – accept the Kinterra Offer, do nothing and retain their shares, or sell shares on-market. The Board highlights that accepting the offer provides certainty of value and eliminates exposure to risks associated with New World’s ongoing capital requirements, project development uncertainties, and potential liquidity constraints.

Notably, the offer includes provisions for the cancellation of outstanding options at their Black Scholes valuation and accelerated vesting of performance rights if Kinterra acquires at least 50% ownership. This structure aims to align incentives and facilitate a smooth transition of control.

Potential Future Developments

If Kinterra achieves a 90% ownership threshold, it intends to compulsorily acquire remaining shares and delist New World from the ASX. This would concentrate ownership and potentially reduce liquidity for any remaining minority shareholders. The Board cautions shareholders about the risks of remaining invested, including funding challenges for the Antler Copper Project, reduced market liquidity, and the possibility of delisting.

Shareholders are advised to carefully consider the Target’s Statement and seek independent financial and tax advice before making a decision. The offer period remains open until 10 August 2025, with the possibility of extension or withdrawal under certain conditions.