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Bastion proposed to acquire Xanadu Mines for $102 million.
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Release time：2025-05-21
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This offer is predicated on Bastion acquiring at least 50.1% of Xanadu, subject to several conditions.
Bastion Mining, an exploration company listed on the Australian Securities Exchange (ASX), has reached an offer implementation agreement with Mongolian mining company Xanadu Mines for an off-market acquisition. Under the agreement, Bastion will acquire all fully paid ordinary shares issued by Xanadu at A$0.08 per share. The proposal values Xanadu's total equity at A$160 million (US$102.4 million), excluding shares planned to be issued to Bastion.
Bastion represents a consortium that includes Singapore-registered private entity Boroo and Xanadu director Ganbayar Lkhagvasuren. Xanadu's acquisition committee, after careful consideration with advisors, approved the proposal and recommends shareholders accept it unless a superior proposal emerges. A condition of the offer is that Bastion obtains at least 50.1% of Xanadu's equity and is subject to several conditions outlined in the offer implementation agreement. To support Xanadu during the offer period, Bastion has agreed to a share subscription agreement to subscribe for an additional 286.8 million Xanadu shares at A$0.06 per share.
The agreement is expected to be completed on May 26, 2025, injecting A$17.2 million in cash into Xanadu and increasing Bastion's stake in the company. Colin Moorhead, Xanadu's Executive Chairman and Managing Director, stated: "The proposed acquisition of Xanadu by Bastion aligns with the company's strategy to create returns and provide liquidity for shareholders. Bastion's offer provides Xanadu shareholders with an attractive premium, reflecting the company's intrinsic value and significant achievements in advancing the Kharmagtai copper-gold project." "The Acquisition Committee Directors consider the Offer to be in the best interests of shareholders and unanimously recommend that shareholders accept the Offer in the absence of a superior proposal, subject to the independent expert concluding (and continuing to conclude) that the Offer is fair and reasonable." During the offer period, Xanadu is obligated not to exercise any put options under the joint venture shareholder agreement. Exercising these put options would require Jinping (Singapore) Mining Company to purchase 25% or 50% of Xanadu's stake in Khuiten Metals.
Target, Jinping Mining, and Khuiten Metals signed a joint venture shareholder agreement on December 21, 2022, establishing a joint venture for the Kharmagtai project. Lkhagvasuren stated: "I am pleased to present this supportive offer to Xanadu shareholders alongside our partners at Boroo. Against a backdrop of market uncertainty, Bastion's offer provides Xanadu shareholders with certainty of cash, at a significant premium to Xanadu's share price." "With Boroo's experience in acquiring, financing, and developing mining operations in Mongolia, Bastion is ideally positioned to advance Kharmagtai to the next stage of development."
In July 2024, Bastion Minerals reached an agreement to acquire three copper projects in Canada.
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