Loyal Metals Agrees to A$79M Cash Takeover at 40% Premium

Cash Takeover at a Significant Premium

Loyal Metals Ltd (ASX:LLM) is set to be acquired by PT Bumi Resources Tbk (BUMI) in a deal valuing the company at around A$79.1 million. The all-cash offer of A$0.45 per share represents a 40.6% premium to Loyal’s closing price on 24 April 2026 and nearly 50% above its 10-day VWAP, delivering shareholders immediate and certain value.

The scheme implementation deed signed on 27 April 2026 outlines the acquisition via a Court-approved scheme of arrangement, with BUMI or a wholly owned subsidiary acquiring 100% of Loyal’s shares. Loyal’s board unanimously recommends the scheme, subject to an independent expert’s favourable opinion and the absence of a superior proposal. Notably, major shareholders holding about 28.6% of the company’s shares have committed to vote in favour.

Conditions and Timetable to Completion

The transaction hinges on several customary conditions, including shareholder approval at a scheme meeting expected in early August 2026, Court approval, FIRB clearance, and completion of Loyal’s acquisition of the Highway Reward Copper-Gold Mine and Big Magpie project in Queensland. The latter is a critical milestone given its strategic importance to Loyal’s asset portfolio.

Following shareholder and regulatory approvals, the scheme is anticipated to be implemented by mid to late August 2026, at which point Loyal shares will be delisted from the ASX. The board will be reconstituted with nominees from BUMI post-completion, marking a new chapter for the company.

Environmental Bond and Project Financing Arrangements

In parallel with the scheme deed, Loyal and BUMI have entered a Financial Provisioning Scheme Agreement to manage environmental bond obligations tied to the Highway Project acquisition. BUMI will provide an environmental bond of over A$8.2 million on behalf of Loyal, with interest accruing at 10% per annum until repayment. This arrangement reduces execution risk for Loyal’s projects and ensures compliance with Queensland’s regulatory requirements.

Strategic Fit and Shareholder Support

PT Bumi Resources, Indonesia’s largest thermal coal producer with diversified gold and base metals assets, recently expanded its Australian footprint by acquiring Wolfram Limited, owner of the Mt Carlton Gold Mine and Crush Creek Project. The Loyal Metals acquisition complements BUMI’s growing Australian portfolio and provides exposure to high-grade copper-gold assets.

Loyal’s founder and chairman, Peretz Schapiro, emphasised the mission to deliver shareholder value since listing in 2021 and expressed gratitude to shareholders and management for their support. Managing Director Adam Ritchie, who has led the company for four years, is also acknowledged for his dedication.

The deal’s premium and cash certainty offer a compelling exit for Loyal’s shareholders, many of whom have backed the company through its exploration phases, including recent advances at the Highway Reward Project. This follows extensive technical work confirming a large VHMS copper-gold system, as detailed in recent assay results and geological surveys that underpin the project’s potential for bulk mining operations.

Notably, the acquisition follows Loyal’s recent exercise of its option to acquire full ownership of the Highway Reward Copper-Gold Mine, a critical asset expected to drive future development plans. This progression is detailed in the company’s earlier announcement on 13 April 2026, which sets the stage for the project’s integration into BUMI’s portfolio.

Deal Protections and Governance

The scheme deed includes exclusivity provisions preventing Loyal from soliciting or engaging with competing proposals during the exclusivity period. Break fees of A$750,000 apply to both parties under certain termination scenarios, ensuring commitment to the transaction.

The agreement also establishes a Technical Implementation Committee comprising representatives from both parties to coordinate pre-implementation planning, including mine planning, regulatory strategy, tenement management, and operational readiness. This committee will meet regularly until the scheme’s implementation.

What Comes Next for Investors

Shareholders will receive detailed Scheme Booklets in late June or early July 2026, including an independent expert’s report assessing the scheme’s merits. The upcoming shareholder meeting in early August will be a critical milestone, with the outcome determining whether the transaction proceeds to completion.

Investors should watch for the independent expert’s conclusions and any potential competing proposals, as the company’s directors have reserved the right to modify their recommendation if a superior offer emerges. Regulatory approvals, particularly FIRB clearance, will also be pivotal.