Diatreme Resources Limited (ASX: DRX) (Diatreme or the Company) refers to its takeover offer (Offer) for all the ordinary shares in Metallica Minerals Limited (ASX: MLM) (Metallica).
The Offer is now due to close on Tuesday, 9 July 2024, unless extended. Diatreme encourages all Metallica shareholders to ACCEPT THE OFFER NOW AND NOT WAIT. Information regarding the formal extension of the closing date for the Offer is set out below. As announced this morning, Diatreme has a relevant interest in 63.79% of Metallica Shares and expects its control position will increase in the next two weeks. Diatreme notes that acceptances have been received from certain members of the Metallica Small Shareholders Action Group (SSAG). Diatreme has decided to extend the Offer given the large number of Metallica shareholders (many of whom have relatively small shareholdings) and to continue to provide Metallica's minority shareholders the opportunity to participate in the many benefits of becoming a Diatreme shareholder. Accepting Metallica shareholders will become shareholders in a larger, well-funded ASX-listed company with greater market relevance, project financing capacity and optionality while still maintaining exposure to Metallica's assets.
Diatreme's Offer represents an attractive premium. The Offer will not be increased Diatreme confirms its Offer consideration of 1.3319 Diatreme shares for every Metallica share is Diatreme's best and final offer. The Offer consideration cannot and will not be increased. Diatreme notes Metallica's Fourth Supplementary Target's Statement dated 24 June (MLM's Fourth TS) confirms that Diatreme's offer consideration will not be increased and that 'one of the objectives of the SSAG, to have DRX increase its offer price, will not be achieved in the context of DRX's current bid'. Diatreme's Offer of 1.3319 Diatreme Shares for each Metallica Share continues to provide an attractive premium to Metallica shareholders. As at close of trading on 24 June, the Offer: Based on Diatreme's closing price of $0.017, represented a highly attractive premium of 50.67% to Metallica's closing price of $0.015 on that date and Based on Diatreme's 30-day VWAP of $0.0176 1 , the Offer represented an attractive premia of: 22.73% to Metallica's 30-day VWAP of $0.0191 and 56.28% to Metallica's closing price of $0.015 on 24 June 2024. 3. Potential implications for Metallica Shareholders who do not accept the Offer
Diatreme also notes Metallica's statements on page 2 of MLM's Fourth TS relating to the factors that 'may mean MLM shareholders would prefer to accept the Offer'. In addition, MLM's Fourth TS specifically states: 'Since the Third Supplementary Bidder's Statement was lodged, the MLM board has received formal confirmation from the Interested Party (as defined in the Second Supplementary Target's Statement) that it will not pursue a transaction with MLM. Accordingly, the MLM board re-iterates that it is unlikely any alternative proposal will arise, and any MLM shareholder who intends to reject the DRX offer ought to be aware of the risk that it may take time for MLM minority shareholders to realise their investment in MLM (if at all) and there is no guarantee that MLM minority shareholders will achieve consideration any better than that available to MLM shareholders now under the DRX offer'. Enclosed with this announcement is a notice under section 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) extending the closing date for the Offer to 7.00pm (Sydney time) on 9 July 2024 (Notice of Variation). The Notice of Variation has been lodged today with ASIC, served on Metallica, and despatched to each Metallica shareholder and other person referred to in section 650D(1) of the Corporations Act (as modified by ASIC Corporations (Takeover Bids) Instrument 2023/683). In accordance with section 650D(2) of the Corporations Act, Metallica Shareholders that and have already accepted the Offer will not receive a copy of the Notice of Variation
Contact:
Tel: +61 (0)7 3397 2222
Email: manager@diatreme.com.au
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