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Magnetic Resources Shareholders Back $639 Million Genesis Takeover Scheme

Mining By Maxwell Dee 3 min read

Magnetic Resources NL shareholders overwhelmingly approved Genesis Minerals’ $639 million acquisition scheme, paving the way for final court approval next week.

  • Scheme meeting held 3 June 2026 with 99.74% votes in favour
  • Shareholders offered cash and scrip consideration with scaleback options
  • Magnetic board unanimously recommends scheme absent superior proposal
  • Independent expert confirms scheme is fair and reasonable
  • Next step is Supreme Court approval scheduled for 9 June 2026

Shareholders Deliver Near-Unanimous Support for Genesis Acquisition

Magnetic Resources NL (ASX:MAU) shareholders have given resounding backing to the proposed acquisition by Genesis Minerals Limited (ASX:GMD) at a scheme meeting held on 3 June 2026. With 222.6 million votes cast in favour; representing 99.74% of proxies and direct votes received; the scheme resolution comfortably cleared the threshold requiring at least 75% approval by vote and a majority by number.

The scheme, valued at approximately A$639 million, offers Magnetic shareholders a mix of cash and Genesis shares. The default consideration provides $1.40 cash plus 0.0873 Genesis shares per ordinary Magnetic share, with alternative maximum cash or scrip options available subject to scaleback mechanisms. Unmarketable parcel holders and foreign shareholders are slated to receive the maximum cash consideration by default.

Board and Independent Expert Endorse Scheme as Best Path Forward

Magnetic’s board has unanimously recommended shareholders vote in favour of the scheme, contingent on no superior proposal emerging and the independent expert maintaining their positive opinion. Directors collectively hold approximately 18.73% of Magnetic shares and have committed to vote their holdings in favour.

BDO Corporate Finance Australia Pty Ltd, appointed as the independent expert, concluded the scheme is fair and reasonable and in the best interests of Magnetic shareholders absent any competing offers. This endorsement adds a layer of assurance for investors weighing the merits of the deal.

Scheme Conditions and Next Steps

The scheme remains subject to several conditions precedent, including final court approval. The Magnetic board indicated no known impediments to satisfying these conditions ahead of the second court hearing scheduled for 9 June 2026 at 10:00am AWST.

Should the court grant approval, Magnetic shares will be acquired by Genesis, and Magnetic will cease to be a standalone entity. Shareholders who opposed the scheme have the opportunity to file notices of appearance with the court prior to the hearing.

Voting Process and Shareholder Engagement

The meeting was conducted in a hybrid format, allowing shareholders to participate both in person at Perth and online through an investor portal. Voting was by poll, with proxy and direct votes tallied and validated before and during the meeting. The chair confirmed that all open proxies held by him were voted in favour, further consolidating the scheme’s strong support.

Shareholders were also given opportunities to ask questions both virtually and in person, with the board addressing queries related to the scheme resolution during the meeting.

Bottom Line?

With overwhelming shareholder approval secured, the focus now shifts to court sanctioning and the finalisation of the Genesis acquisition, marking a pivotal moment for Magnetic Resources’ future.

Questions in the middle?

  • Will any last-minute superior proposals emerge before the court hearing on 9 June?
  • How will the scaleback mechanisms impact the final cash and scrip allocations to shareholders?
  • What are the strategic implications for Genesis Minerals post-acquisition integration?