Hartshead Scheme Meeting Features 133% Cash Premium Offer from ACAM

Shareholders Convene to Decide on ACAM Takeover

On 8 June 2026, Hartshead Resources NL (ASX:HHR) held a scheme meeting in Subiaco, Western Australia, where shareholders gathered to consider ACAM GP Limited’s proposed acquisition of the entire issued share capital via a scheme of arrangement. The meeting, chaired by Executive Chairman Bevan Tarratt, marked a critical step toward finalising the takeover that has been in the works since December 2025.

The scheme involves ACAM acquiring 100% of Hartshead’s shares for a cash payment of $0.014 per fully paid share, representing a 133% premium to the last trading price before the deal’s announcement. Partly paid shares receive a proportional payment of $0.0007 each. This premium reflects a significant uplift over pre-announcement levels, offering shareholders immediate value amid uncertainties tied to Hartshead’s ongoing development projects.

Unanimous Board Support and Independent Expert Opinion

The Hartshead board has thrown its full weight behind the scheme, unanimously recommending shareholders vote in favour. The directors have also declared their intention to vote their own holdings in support. This endorsement is underpinned by an independent expert report from BDO Corporate Finance Australia, which concluded that while the scheme is not fair, it is reasonable and in shareholders’ best interests in the absence of a superior offer.

The expert’s assessment includes a technical valuation of Hartshead’s assets by RISC Advisory, and weighs the risks of continuing as a standalone listed entity against the certainty of cash consideration. The report highlights the scheme’s advantage in removing exposure to development and funding risks associated with the P2607 gas licence, a key asset in Hartshead’s portfolio.

Proxy Voting Signals Strong Support

Proxy voting ahead of the meeting covered 61.26% of the total issued shares, with over 1.67 billion votes cast in favour of the scheme and approximately 46 million votes against. The chair indicated that any undirected proxies would be voted in favour, further consolidating the positive stance towards the acquisition.

The meeting itself was conducted in person only, with shareholders and their proxies given the opportunity to ask questions and cast votes by poll. No questions were received prior to the meeting, and no significant disruptions were reported during proceedings.

Next Steps: Court Approval and Implementation

The scheme’s implementation remains conditional on final approval by the Supreme Court of Western Australia, scheduled for 11 June 2026. If the court grants its sanction, the scheme will become legally effective on 12 June, triggering suspension of Hartshead shares from ASX trading. The record date for determining entitlement to scheme consideration is set for 16 June, with payment and formal implementation expected by 23 June 2026.

Absent shareholder approval or court sanction, the scheme will not proceed, leaving Hartshead to continue as an independent listed company. The board is not aware of any factors that would prevent the conditions from being met.

Shareholders Face a Clear Choice

Shareholders must weigh the certainty of a substantial cash premium against the potential, but uncertain, upside of remaining invested in Hartshead’s gas development projects. The scheme offers immediate liquidity and removes exposure to capital dilution risks, but precludes participation in any future upside or alternative proposals.

With the vote outcome expected to be announced shortly after the meeting and court approval pending, the market awaits confirmation of the deal’s completion and the implications for Hartshead’s future as a private entity under ACAM’s ownership.