Ramelius Resources Limited (ASX:RMS) have entered into a Bid implementation agreement to acquire remaining 95.1% stake in Spectrum Metals Limited (ASX:SPX) from a group of shareholders for approximately AUD 200 million on February 9, 2020. As per the term of the offer, Spectrum Shareholders will receive one Ramelius share for every ten Spectrum shares held and cash consideration of AUD 0.017 per Spectrum share held. Ramelius Resources Limited will acquire 1.3 billion ordinary shares of Spectrum. The cash component will be funded from Ramelius existing working capital or the recently established AUD 35 million syndicated finance agreement. The transaction will be terminated due to non satisfaction of a bid condition or superior proposal is made by the third party. Upon the satisfaction of the condition and having acceptance of 50.1% of Spectrum shares, Ramelius Resources Limited have a right to appointee nominee director so as to comprise the majority of the Spectrum board and on having acceptance of at least 90% of all Spectrum shares, Spectrum metals agree to procure the resignation of all its directors other than nominee director. Ramelius intends to replace all members of the Spectrum Board with its own nominees. Ramelius currently wishes to retain certain employees with geological knowledge and understanding of the Penny West Gold Project. Ramelius will look to engage with each such employee and agree appropriate terms of employment on terms no less favourable to their existing terms of employment. If during, or at the end of, the Offer Period: (a) Ramelius and its Associates together have Relevant Interests in at least 90% (by number) of all the Spectrum Shares; and (b) Ramelius and its Associates have acquired at least 75% (by number) of the Spectrum Shares for which the Offers are made under the Offer, Ramelius will be entitled to compulsory acquire all outstanding Spectrum Shares and presently intends to do so. On March 19, 2020, Spectrum appointed Kevin James Lines, Mark William Zeptner and Tim Manners as non-executive directors and accepted the resignations of James Croser, Nader El Sayed and Les Davis.

The transaction is subject to Spectrum Metals Limited shareholders approval, receipt of any regulatory approvals, minimum acceptance of 50.1% of spectrum shares, the gold price not falling below AUD 2,000 per ounce for three consecutive days between the Announcement Date and the end of the Offer Period (each inclusive) and that Spectrum's assets are maintained in their current form. In addition, there is a statutory condition relating to the ASX quotation of Ramelius Shares to be issued under the Offer. If this condition is not fulfilled, the Offer will lapse and not proceed. The transaction is approved by the board of Spectrum Metal limited. The Spectrum Board of Directors unanimously recommend that Spectrum shareholders accept the Offer. As of March 2, 2020 the bidder statement has been dispatched. The offer is expected to be closed on March 30, 2020. As on March 11, 2020, Chalice Gold Mines Limited (ASX:CHN) accepted the offer in lieu of its 97.1 million shares. As on March 18, 2020, Ramelius declares its takeover Offer for Spectrum Metals Ltd unconditional and free of all defeating conditions. Ramelius currently has a relevant interest of 50.5% and, as it has surpassed the minimum acceptance level of 50.1%, the Company declares the Offer unconditional. As on March 18, 2020, Ramelius extended the offer period to April 30, 2020. As on April 23, 2020, Ramelius owns 77.48% shares in Spectrum and Ramelius extended the closing date for the offer to May 29, 2020. As on May 7, 2020, Ramelius holds a relevant interest in 90.03% of the ordinary shares in Spectrum and Directors, Chairman Alexander Hewlett, and Managing Director - Paul Adams, have resigned from the spectrum Board of Directors as agreed in Agreement announced on February 10, 2020. As on May 22, 2020, Ramelius Resources Limited holds 91.29% interest in Spectrum Metals Limited and intend to exercise its right to compulsorily acquire the remaining Spectrum shares from its shareholders. The compulsory acquisition will be on the same terms as the offer and will be closed on May 29, 2020.

Adelaide Equity Partners Limited acted as financial advisor to Ramelius Resources Limited and is entitled to receive professional fees for these services at the rate of 0.5% of the value of valid Offer acceptances received. Assuming maximum acceptances, the fees will be AUD 1.156 million (ex GST) together with ongoing fees on a normal commercial basis. Allion Legal acted as legal advisor to Ramelius Resources Limited and is entitled to receive professional fees for these services estimated to be up to AUD 190,000 (ex GST) together with ongoing fees on a normal commercial basis. Hartleys Limited acted as financial advisor and Bennett & Co acted as legal advisor to Spectrum Metals Limited. Computershare Investor Services Pty Limited acted as registrar to Ramelius Resources Limited.

Ramelius Resources Limited (ASX:RMS) completed the acquisition of remaining 95.1% stake in Spectrum Metals Limited from a group of shareholders on May 29, 2020.