Metalicity Limited (ASX:MCT) made an offer to acquire remaining 98.5% stake in Nex Metals Explorations Limited (ASX:NME) from 3B Prospecting Pty Ltd and others for AUD 12.6 million on September 14, 2021. Under the terms of consideration, Metalicity Limited will offer Nex Metals shareholders is 4.81 Metalicity ordinary shares for every 1 Nex Metals Share (Offer) on issue as at the date of this announcement. The Offer is equivalent to approximately AUD 0.048 per share. Under Metalicity's Offer, Nex Metals shareholders would own 37.5% of the enlarged entity1 that would hold a 100% interest in the Kookynie and Yundamindra Gold Projects, with improved access to capital, and an enhanced balance sheet position. MCT intends to replace some or all of the members of the board of directors of NME with a board structure and directors appropriate for a wholly-owned subsidiary. As soon as practicable after the Offer becomes or is declared unconditional, NME must take all actions necessary to ensure the resignation and appointment of directors of NME such that a majority of the directors of NME are directors nominated by MCT. MCT intends to, if entitled to do so, proceed with the compulsory acquisition of any NME Shares not acquired under the Offer, arrange for NME to be removed from the Official List of the ASX and convert NME from a public company to a proprietary company. It is proposed that functions such as company secretarial, financial management and accounting will be consolidated. As a result, some or all of NME's employees/personnel and directors may have their positions reduced or terminated. MCT intends to consolidate the corporate head office of NME by incorporating it into the administrative structure of MCT. It is intended that the centralised corporate office will be in Perth, Western Australia. Metalicity issued the first tranche of 282,847,335 Consideration Shares to Nex Metals Exploration as of January 4, 2021. Metalicity Limited intends to use its ~32% shareholding in Nex Metals Explorations to push for significant Corporate Governance reform at Nex Metals for the benefit of all Nex shareholders.

The Offer is subject to a number of conditions such as regulatory approval, including a 90% minimum acceptance of the Offer, no prescribed occurrence occurs, no material changes and other conditions. On November 1, 2021, The directors of Nex Metals Explorations Ltd unanimously recommend that, in the absence of a higher offer, shareholders shall REJECT offer due to lack of information and under the joint venture agreement maintains in its own right the first right to all processing from joint venture tenements. The Panel made a declaration of unacceptable circumstances on November 3, 2021. Transaction was expected to close on November 15, 2021. As of November 5, 2021, offer expiry was extended to December 6, 2021. As of November 26, 2021, the offer period is now extended to December 15, 2021. As on December 1, 2021, Three Takeovers Panel applications have now been lodged in respect of Metalicity's off-market takeover bid for NME, with two finding unacceptable circumstances due to the actions of Nex Metals Explorations Limited and the third not proceeding. Firstly, The Takeovers Panel found that NME could not proceed with a proposed rights issue, without shareholder approval. Secondly, The Takeovers Panel found that there were material deficiencies in the target's statement produced by NME, including a lack of soundly-based and sufficiently defensible reasons for the Directors' recommendation and no disclosure of financial information. As on December 2, 2021, Offer became free from all the Conditions. NME will now need to prepare a replacement target's statement in a form that ASIC does not object to and which is to be accompanied by an independent expert's report providing an opinion for NME shareholders on whether Metalicity's bid is fair and reasonable. Thirdly, The Takeovers Panel declined to conduct proceedings in respect of a claim by NME, citing that insufficient material had been provided by NME. NME has since applied for a review of this decision. On December 3, 2021, the offer become unconditional. Nex Metals Explorations Ltd (Nex or the Company) announces that it advises that shareholders take no further action for accepting the Metalicity Ltd. On December 15, 2021, the offer has been extended to January 12, 2022. As of January 12, 2022, the offer has been further extended to January 27, 2022. As of January 27, 2022, the offer has been further extended to February 10, 2022. As on Febraury 10, 2022, Metalicity has determined to extend the period during which the Offer will remain open for acceptance to March 3, 2022. As of March 3, 2022, the offer has been further extended to March 24, 2022. As of March 24, 2022, the offer has been further extended to April 1, 2022. As of April1, 2022, the offer has been further extended to April 14, 2022. As of April 14, 2022, the offer has been further extended to May 4, 2022. As of May 4, 2022, the offer has been further extended to May 25, 2022. As on February 14, 2022, Metalicity Limited confirmed the issue of the third tranche of 37,440,057 Consideration Shares to Nex Metals Exploration Limited. As of May 25, 2022, the offer acceptance period is further extended to June 15, 2022. As of July 4, 2022, Offer period has been extended to July 25, 2022. As of July 25, 2022, the offer period has been extended to August 8, 2022. As of August 8, 2022, the offer period has been extended to August 29, 2022.

Harbury Advisors Pty Ltd and Canaccord Genuity (Australia) Limited acted as financial advisors, Pitcher Partners acted as accountant, Steinepreis Paganin acted as legal advisor and Link Market Services Limited acted as registrar to Metalicity Limited. Harbury Advisors Pty Ltd will receive AUD 270,000 and Steinepreis Paganin to receive AUD 150,000 as fees from MCT.

Metalicity Limited (ASX:MCT) cancelled the offer to acquire remaining 98.5% stake in Nex Metals Explorations Limited (ASX:NME) from 3B Prospecting Pty Ltd and others on August 29, 2022.