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Forrestania Resources has declared its off-market takeover offer for Zenith Minerals unconditional, clearing a major hurdle in the months-long acquisition after securing a 58.99 per cent relevant interest in the company.
The announcement confirms Forrestania has satisfied the minimum acceptance condition and removed all remaining defeating conditions attached to its offer.
The company will now commence issuing Forrestania shares to Zenith shareholders who have accepted the offer, with consideration to be provided within 14 days.
The development follows months of complications surrounding the takeover, including intervention by the Takeovers Panel over disclosure concerns associated with Forrestania’s acquisition of the Edna May gold project.
Under orders issued by the Panel on September 17, Forrestania was prevented from declaring the offer unconditional until one week after its revised takeover documents were dispatched.
With the documents dispatched on October 15, the company became eligible to remove the remaining conditions on October 22.
As previously reported, Forrestania had secured a majority relevant interest in Zenith by August 19, exceeding the 50.1 per cent minimum acceptance threshold.
However, Takeovers Panel orders prevented the offer from proceeding unconditionally while the parties addressed outstanding disclosure matters.
The review panel subsequently upheld the original findings and accepted additional undertakings from Forrestania and Zenith concerning information provided to shareholders.
On October 14, Forrestania extended the offer’s closing date for a tenth time, moving the deadline from October 21 to November 12.
The transaction, first announced in June, involves an all-scrip consideration of one Forrestania share for every 4.3 Zenith shares.
Originally valued at approximately $93.5 million, the takeover forms part of Forrestania’s broader strategy to consolidate gold assets and processing infrastructure across Western Australia.
Zenith’s Consolidated Dulcie gold project, which hosts an inferred resource of 675,000 ounces across a 6km mineralised corridor, represents a significant addition to Forrestania’s regional development opportunities.
The takeover has also progressed alongside Forrestania’s $300 million acquisition of the Edna May gold project from Ramelius Resources, completed in September.
The acquisition established Edna May as a second strategic processing hub alongside Lake Johnston, strengthening Forrestania’s ambitions to develop a multi-asset gold production business.
More recently, Forrestania confirmed preparations for restarting the Edna May processing facility were progressing towards first gold production in mid-December.
With its Zenith offer now unconditional, Forrestania has encouraged remaining shareholders to accept, while confirming withdrawal rights will remain available for a further two weeks.
The offer is scheduled to close at 5pm AWST on November 12, unless extended.
The latest milestone removes a significant obstacle to the acquisition, although Forrestania has not yet secured ownership of all outstanding Zenith shares.
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