QGold’s Takeover Bid Faces Rejection Amid Venus Metals’ Asset Valuation Dispute

Board’s Firm Stance Against QGold Offer

Venus Metals Corporation Limited has issued a first supplementary target’s statement reinforcing its unanimous recommendation that shareholders reject the on-market takeover bid from QGold Pty Ltd. The Venus board argues the offer undervalues the company’s assets and future potential, urging shareholders to take no action rather than accept the bid.

Updated Valuation of Sandstone Gold Project

Central to Venus’ rejection is an independent valuation of its Sandstone (Bellchambers) Gold Project, prepared by Templar Corporate. As of 31 December 2025, the project’s preferred valuation stands at $4.39 million, with a low estimate of $3.46 million and a high of $4.89 million. This valuation reflects the granted mining lease and exploration licences covering the Bellchambers deposit in Western Australia, incorporating comparable market transactions and technical assessments.

Strategic Assets and Exploration Upside

Beyond the Sandstone project, Venus highlights its substantial 50.3 million shareholding in Rox Resources, valued at approximately $24.9 million based on recent share prices. The company also points to promising exploration targets beneath the existing mineral resource, with estimates suggesting an additional 45,000 to 60,000 ounces of gold could be identified pending further drilling. However, Venus cautions that these targets remain conceptual and require more exploration to confirm.

Risks and Opportunities in Valuation

Templar Corporate’s valuation acknowledges risks such as potential mining challenges due to previous extraction activities and metallurgical complexities associated with arsenopyrite ore. Conversely, opportunities exist to expand mineral resources through additional drilling and to capitalize on geophysical survey targets yet to be tested. The valuation assumes a gold price of US$1,317 per ounce and an exchange rate of 0.67 USD to AUD.

Implications for Shareholders

The Venus board warns that accepting QGold’s offer would forfeit any future upside from the company’s projects and assets, including potential superior proposals. The offer, which carries no premium and has traded below market prices, is described as opportunistic. Shareholders have until 4 – 00pm AEDT on 16 January 2026 to respond before the offer closes.