Xanadu’s Future Uncertain as Bastion Moves to Compulsory Acquisition
Bastion Mining has taken control of over 90% of Xanadu Mines shares through a takeover bid, moving swiftly to compulsory acquisition and setting the stage for the Kharmagtai project’s next phase.
- Bastion Mining’s takeover offer valued at A$0.08 per share, a 57% premium
- Over 90% of Xanadu shares acquired, compulsory acquisition notice issued
- Bastion raised A$17.2 million via share subscription for interim funding
- Zijin Mining’s exclusivity period expired without transaction; board nominee resigned
- Xanadu projects remain on care and maintenance with A$18.5 million cash at quarter-end
Strategic Shift in Ownership
During the June 2025 quarter, Xanadu Mines Ltd focused on securing strategic funding to advance its flagship Kharmagtai Copper and Gold Project in Mongolia. This effort culminated in an off-market takeover bid from Bastion Mining Pty Ltd, a consortium including Boroo Pte Ltd and Xanadu director Ganbayar Lkhagvasuren. The offer, priced at A$0.08 per share, represented a significant 57% premium over the prior closing price, reflecting Bastion’s confidence in the project’s value and future potential.
Following the bid, Bastion rapidly increased its stake, acquiring over 90% of Xanadu’s shares and issuing a Notice of Compulsory Acquisition for the remaining shares. This move effectively consolidates control and paves the way for Bastion to delist Xanadu from the ASX and TSX exchanges, streamlining governance and decision-making for the project’s next development phase.
Funding and Corporate Developments
To support ongoing corporate and joint venture obligations during the takeover period, Bastion subscribed to nearly 287 million new Xanadu shares at A$0.06 each, injecting A$17.2 million in fresh capital. This interim funding bolsters the company’s balance sheet, which stood at A$18.5 million in cash at quarter-end, providing a solid financial footing as the project transitions under new ownership.
Earlier in the quarter, Xanadu had engaged in exclusivity talks with major shareholder Zijin Mining Group Co. Ltd to explore potential corporate transactions. However, these discussions concluded without a control transaction, leading to the withdrawal of shareholder resolutions related to a put option under the Kharmagtai joint venture agreement. Subsequently, Zijin’s nominee on the Xanadu board resigned, though Zijin retains its 50% stake in the Khuiten Metals entity that controls Kharmagtai, maintaining a significant operational role.
Operational Status and Outlook
Throughout the quarter, Xanadu’s projects, including Kharmagtai, Red Mountain, and Sant Tolgoi, remained on care and maintenance, with no exploration activities conducted. Technical preparations for the Bankable Feasibility Study at Kharmagtai continued, alongside community and regulatory engagement programs. The company’s Executive Chairman and Managing Director, Colin Moorhead, expressed optimism about Kharmagtai’s potential to become a major copper producer in Mongolia, highlighting the importance of the transaction in unlocking shareholder value and advancing the project.
With Bastion’s takeover now largely complete and Zijin continuing as a joint venture partner, the focus shifts to securing necessary permits and investment agreements to move Kharmagtai toward production. Bastion’s local experience and financial backing are expected to be critical in navigating Mongolia’s regulatory landscape and accelerating project development.
Bottom Line?
Bastion’s takeover marks a pivotal moment for Xanadu, setting the stage for Kharmagtai’s development amid evolving ownership and partnership dynamics.
Questions in the middle?
- How will Bastion and Zijin coordinate operational control and funding responsibilities moving forward?
- What is the anticipated timeline for delisting Xanadu from ASX and TSX following compulsory acquisition?
- How might Zijin’s continued 50% stake influence project decisions and development pace?