Emerald Resources NL (ASX: EMR) (Emerald) is pleased to announce the signing of a Bid Implementation Agreement (Implementation Agreement) with Bullseye Mining Limited (Bullseye).
Emerald holds a controlling interest in Bullseye of 60.04%. Under the Implementation Agreement, it is proposed that Emerald will acquire all of the shares in Bullseye that it does not currently own in an all scrip based off-market takeover offer (Offer). The Offer is recommended by an Independent Board Committee of Bullseye, comprising Executive Director, Peter Burns and Non-Executive Director, Anthony Short, in the absence of a superior offer. On the basis that Emerald is the controlling shareholder of Bullseye, Morgan Hart and Mark Clements (as Directors of both Emerald and Bullseye), have recused themselves from being involved in the assessment of the Offer on behalf of Bullseye. Under the Offer, Bullseye shareholders will receive 1 new Emerald share for every 4 Bullseye shares held. The Offer values Bullseye at approximately $0.55 per share (on a non-diluted basis) based on Emerald's 30 day VWAP of $2.181 as at 25 July 2023
Emerald Chairman, Simon Lee AO, said: 'Today's announcement marks a very exciting milestone for Emerald, and we're delighted that both Xinhe and Au Xingao have signalled their intent to accept the offer for us to acquire their shares in Bullseye. 'Capitalising on the combined gold mining and exploration assets in both Cambodia and Australia, Emerald is now poised to consolidate its position as a significant gold miner with an exciting future across two continents.' 1 Based on Emerald shares traded on the ASX for the 30 calendar days from 26 June 2023 to 25 July 2023
Bullseye Executive Director, Peter Burns, said: 'Today represents a very pleasing step forward for all Bullseye shareholders and I thank Xinhe and Au Xingao for their intended acceptance of Emerald's compelling Offer. 'Acceptance of the Emerald Offer provides Bullseye shareholders with immediate liquidity to their investment via the ASX and eliminates any future need for those Bullseye shareholders to continue to fund the ongoing development of Bullseye assets or be subject to associated dilution. 'The highly credentialed Emerald team has a strong, proven, low-cost operational track-record, across numerous projects and a history of delivering significant returns to shareholders. We look forward to Bullseye's assets realising an optimum development pathway with their input. 'The Independent Board Committee of Bullseye has carefully considered the Offer and encourages all Bullseye shareholders to accept the Offer, in the absence of a superior proposal.
Strategic Rationale for the Transaction
The Offer provides the remaining Bullseye shareholders with an attractive, liquid and immediate premium for their shares as well as the opportunity to see Bullseye's projects developed by an experienced and well-funded gold miner. The Offer is a value accretive opportunity for remaining Bullseye shareholders to become Emerald shareholders, with exposure to producing and future development assets. The consolidation of Bullseye's asset portfolio into Emerald is a logical step which avoids the need for ongoing pro-rata contributed funding (and associated dilution) and provides accepting shareholders with continued access to Emerald's technical and operational expertise as well as exposure to an enlarged company group profile, global investment support and market presence.
Key benefits of the transaction include: provides Emerald with the opportunity to acquire 100% of Bullseye;K the creation of an enlarged and focussed gold development and production company with an established, attractive and complementary portfolio of gold assets in Cambodia and Western Australia, at various stages of project maturity; enhanced strategic, commercial, technical and financial strength to optimise fundingn initiatives and flexibility, including an increased level of liquidity and exposure to a larger global investor base; a portfolio of highly prospective tenure in excess of 2,800km2 across the combined group; the ability to optimise exploration and development activity across the combinedu group's highly prospective gold portfolio, with potential synergies associated with future project development and infrastructure requirements; simplified single ownership structure and operational management of assets;h synergies through rationalised corporate and head office administrative functions and with the intended development of Bullseye's highly prospective tenure, the potential future creation of an Australian gold producing asset allowing for the payment of franked dividends by Emerald
Transaction Details
The Offer will be implemented by way of an off-market takeover offer under the Australian Corporations Act for all Bullseye shares Emerald does not currently own. Assuming 100% acceptance, Bullseye will become a wholly-owned subsidiary of Emerald, with accepting and current Bullseye shareholders anticipated to hold approximately 20% of the enlarged Emerald capital structure.
Settlement Bullseye, Hong Kong Xinhe International Investment Company Limited (Xinhe) and Au Xingao Investment Pty Ltd (Au Xingao) and various other parties have reached a final settlement of the following matters (Settlement): Hongkong Xinhe International Investment Company Limited v Bullseye Miningv Limited & Ors COR 83 of 2020 in the Supreme Court of Western Australia; Hongkong Xinhe International Investment Company Limited v Bullseye Mining Limited & Ors COR 139 of 2021 (Supreme Court of Western Australia); Hongkong Xinhe International Investment Company Limitedn & Anor v Bullseye Mining Limited & Ors COR 22 of 2023 (Supreme Court of Western Australia); Hongkong Xinhe International Investment Company Limited & Anor v Bullseye Mining Limited & Ors COR 159 of 2022 (Supreme Court of Western Australia) and Cheng v Bullseye Mining Limited CIV 1987 of 2020 (District Court of Western Australia) limited to the counterclaim made by Bullseye against Xinhe and Mr Huang. As consideration for the Settlement, Bullseye will issue a total of 22,800,000 Bullseye shares to Au Xingao with all parties agreeing to bear their own legal costs of the various matters referred to above.
Xinhe and Au Xingao Intention to Accept Offer
Xinhe and Au Xingao have provided Emerald with shareholder intention statements which confirm that, in the absence of a superior proposal, they intend to accept the Offer in respect of all Bullseye shares they control on a date that is not earlier than 21 days after the date of this announcement. As of the date of this announcement Xinhe controls 67,517,828 Bullseye Shares (13.94%) and Au Xingao controls 1,963,500 Bullseye Shares (0.14%). Following the completion of the Settlement it is anticipated that Xinhe, Au Xingao and their related entities will collectively hold or control a total of 92,281,328 Bullseye Shares (18.20%)
About Emerald Resources NL
Emerald is a developer and explorer of gold projects. In particular, Emerald has been focused on the development and commissioning of its most advanced project, the Okvau Gold Mine in Cambodia which saw first production in June 2021. Since commercial production commenced in September 2021, Emerald has now poured over 7,000kgs of gold dore from its operations. Emerald also holds a number of other projects in Cambodia which are made up of a combination of granted mining licences (100% owned by Emerald) and interests joint venture agreements. Together, Emerald's interest in its Cambodian Projects covers a combined area of 1,639km-2. Emerald has a controlling interest in Bullseye Mining Limited (60.04%)
About Bullseye Mining Limited
Bullseye is an unlisted Australian public company with three Western Australian gold projects totalling in excess of 1,200km-2 of highly prospective gold tenure including the North Laverton Gold Project (NLGP). The NLGP consists of 35 exploration licences (including 4 applications) and 4 mining licences and covers the entire Dingo Range greenstone belt which is in excess of 800km-2. The NLGP has the potential to host multiple standalone deposits or satellite deposits to supply additional ore to a conceptual central mill. It includes the Boundary, Neptune, Stirling, Hurleys and Bungarra Prospects over a 6.4km greenstone strike length
Forward Looking Statements and Disclaimers
This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer, sale, issuance or transfer of securities in any jurisdiction in contravention of any applicable law. This announcement contains forward looking statements. Forward looking statements are often, but not always, identified by the use of words such as 'seek', 'anticipate', 'forecast', 'believe', 'plan', 'estimate', 'expect' and 'intend' and statements that an event or result 'may', 'will', 'should', 'could' or 'might' occur or be achieved and other similar expressions. The forward looking statements in this announcement are based on current expectations, estimates, forecasts and projections about Emerald and Bullseye and the industry in which they operate. They do, however, relate to future matters and are subject to various inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied by any forward looking statements. The past performance of Emerald or Bullseye is no guarantee of future performance. None of Emerald, Bullseye or any of their directors, officers, employees, agents or contractors makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this announcement reflect views held only as at the date of this announcement
Contact:
Tel: +61 8 9286 6300
Email: admin@emeraldresources.com.au
EMERALD RESOURCES NL 
