Significant Dilution Ahead as My Foodie Box Shifts to Mining and ASX Relisting

Strategic Shift and Acquisition

My Foodie Box Limited (ASX – MBX), previously known for its meal kit business, is undertaking a significant transformation. The company has entered into a binding agreement to acquire 100% of Rox 1 Pty Ltd and Rox 2 Pty Ltd, which hold promising Australian mineral projects focused on gold, copper, and rare earth elements. This acquisition marks a decisive pivot from food delivery to mining and exploration.

Following the acquisition, the company will be renamed Tarrina Resources Limited and plans to relist on the ASX. To support this transition, Tarrina Resources intends to raise $5 million through a public offer priced at $0.02 per share. The offer is not underwritten, emphasizing the company’s confidence in attracting investor interest based on the quality of its new assets.

Project Portfolio and Exploration Focus

The flagship asset is the Christmas Gift Gold Project in New South Wales, located in the Lachlan Fold Belt. Historically, this project produced approximately 36,000 ounces of high-grade gold from underground mining, with past drilling revealing significant intersections such as 13 meters at 13.2 grams per tonne gold. Recent soil surveys have delineated a gold-in-soil anomaly extending over 1,000 meters, suggesting substantial exploration upside.

In South Australia, Tarrina Resources will also develop two early-stage projects – the Walparuta Project, prospective for iron-oxide-copper-gold (IOCG) mineralisation, and the Yongala Project, which shows potential for sedimentary copper-silver and carbonatite-related rare earth elements. Both projects have historical data indicating mineralisation but require modern exploration techniques to unlock their full potential.

Leadership and Governance Changes

To guide this new chapter, the company will appoint industry veterans John Mair and David Palumbo as Non-Executive Directors, bringing extensive experience in mineral exploration and corporate advisory. Dr Gregor Partington, a geoscientist with over 40 years of global mining experience, will assume the role of CEO. Dr Partington’s track record includes leading projects from exploration through to feasibility, positioning Tarrina Resources for disciplined growth.

Capital Structure and Funding

The transaction involves a 5-to-1 share consolidation to streamline the capital structure. Post-transaction, the company’s issued shares will increase significantly, with existing shareholders facing dilution risks. The capital raise proceeds will be allocated primarily to exploration and drilling activities, with a $5.7 million budget covering two years of work, including potential future acquisitions and working capital.

The company has secured several ASX waivers to facilitate the transaction and capital raising, including approval to issue options at exercise prices below the usual thresholds and to conduct the public offer at the proposed price. The transaction is subject to shareholder and regulatory approvals, with a timetable targeting completion and ASX relisting by early November 2025.

Risks and Outlook

While the acquisition and relisting present exciting opportunities, investors should be mindful of key risks. These include the uncertainty of ASX re-compliance and relisting, dilution from the capital raise, the inherent risks of mineral exploration and development, commodity price volatility, and operational challenges. The company’s success will depend on exploration outcomes, securing further funding, and navigating regulatory and environmental requirements.

Overall, Tarrina Resources is embarking on a bold new direction, leveraging historical assets with modern exploration expertise to create shareholder value in the competitive mining sector.