MinRex Resources has obtained a crucial ASX waiver allowing it to issue shares to Electrum Discovery shareholders without needing further shareholder approval, smoothing the path for its planned acquisition.
- ASX grants waiver from Listing Rule 7.1 for Electrum acquisition
- Share issuance to Electrum securityholders exempt from shareholder approval
- Transaction structured as a court-approved plan under British Columbia law
- Waiver conditional on transaction not becoming a reverse takeover
- Facilitates timely and cost-effective completion of the merger
ASX Waiver Unlocks Share Issuance
MinRex Resources Limited (ASX, MRR) has announced it has been granted a waiver from the Australian Securities Exchange (ASX) Listing Rule 7.1. This waiver permits MinRex to issue shares to the securityholders of Electrum Discovery Corp. as consideration for its acquisition, without the need for MinRex shareholder approval. The move is a significant step in advancing the merger announced earlier this month.
Navigating Cross-Border Regulatory Frameworks
The acquisition is structured as a court-approved plan of arrangement under British Columbia’s Business Corporations Act, reflecting Electrum’s Canadian jurisdiction. Normally, such cross-border transactions can trigger complex regulatory requirements, including shareholder approval under ASX rules. However, ASX’s waiver effectively treats the transaction as if it falls under an Australian scheme of arrangement, streamlining the process.
Conditions and Safeguards
The waiver is granted on the condition that the transaction does not constitute a reverse takeover, a scenario that would require MinRex to seek shareholder approval. This safeguard ensures that the waiver is not exploited to circumvent important governance controls. Should the nature of the transaction change, MinRex will be obliged to revert to the standard approval process.
Implications for MinRex and Shareholders
By avoiding the need for an additional shareholder vote, MinRex reduces the conditionality, costs, and timeline associated with completing the Electrum acquisition. This efficiency could prove critical in maintaining momentum and investor confidence. The waiver also preserves MinRex’s placement capacity under Listing Rule 7.1, allowing the company flexibility in future capital raising activities.
Looking Ahead
MinRex’s board, led by spokesperson Ian Shackleton, has authorised the release of this announcement, signalling confidence in the transaction’s regulatory compliance and strategic rationale. Investors will be watching closely as the company progresses towards finalising the merger and integrating Electrum’s assets into its portfolio.
Bottom Line?
MinRex’s ASX waiver clears a major hurdle, but the risk of a reverse takeover remains a watchpoint.
Questions in the middle?
- Will the Electrum acquisition maintain its non-reverse takeover status through completion?
- How will the integration of Electrum’s assets impact MinRex’s operational strategy?
- Could future capital raisings be influenced by the preserved placement capacity?