Announcement • Feb 05
Pilbara Minerals Limited (ASX:PLS) completed the acquisition of Latin Resources Limited (ASX:LRS). Pilbara Minerals Limited (ASX:PLS) entered into a binding Scheme Implementation Agreement to acquire Latin Resources Limited (ASX:LRS) for approximately AUD 560 million on August 15, 2024. Latin Resources shareholders will receive 0.07 new Pilbara Minerals shares for each Latin Resources share held and will own ~6.4% of Pilbara Minerals’ shares upon implementation of the Scheme. Based on Pilbara Minerals’ closing price of AUD 2.85 per share on 14 August 2024, the transaction implies a value of AUD 0.20 per Latin Resources share (Implied Offer Price). The Latin Resources Board has unanimously recommended the Scheme in the absence of a Superior Proposal emerging and subject to an independent expert concluding that the Scheme is in the best interests of Latin Resources shareholders. Latin Resources’ largest shareholder José Luis Manzano (7.9%) has confirmed his intention to vote his Latin Resources shares in favour of the Scheme. Latin Resources’ Managing Director, Chris Gale, has agreed to join Pilbara Minerals as a consultant for a period of 12 months to provide leadership continuity with key stakeholders, including the Latin Resources in-country team, senior government officials and local community representatives to progress key activities at Salinas. In case of termination of transaction, Pilbara Minerals Limited will pay a termination fee of AUD 6 million and seller will pay a termination fee of AUD 6 million. The transaction is subject to approval by regulatory board, approval of offer by target shareholders and subject to court approval. The Scheme Meeting is expected to be held in mid-November 2024 and, if approved by Latin Resources shareholders and the Court, the Scheme is expected to be implemented in late November / early December. As per the announcement dated January 16, 2025 Latin Resources Limited shareholders have approved the transaction. On January 21, 2025 the Supreme Court of Western Australia has approved the transaction. Barrenjoey Capital Partners acted as financial advisor for Pilbara Minerals Limited. As of January 22, 2025, the scheme has become legally effective.
Corrs Chambers Westgarth acted as legal advisor for Pilbara Minerals Limited. Macquarie Capital Limited acted as financial advisor for Latin Resources Limited. King & Wood Mallesons, Australia Branch acted as legal advisor for Latin Resources Limited. Computershare Investor Services Pty Limited acted as Registrar to Pilbara Minerals Limited. KPMG Australia acted as accountant to Pilbara Minerals Limited. Ernst & Young Services Pty Limited and Bentleys Audit and Corporate (WA) Pty Ltd acted as accountant to Latin Resources Limited. BDO Corporate Finance (SA) Pty Ltd acted as fairness opinion provider to Latin Resources Limited.
Pilbara Minerals Limited (ASX:PLS) completed the acquisition of Latin Resources Limited (ASX:LRS) on February 4, 2025. Under the scheme, Latin Resources will issue between 0.0020 and 0.0250 New shares per Latin Resources Option. Announcement • Jan 31
Latin Resources Limited completed the Spin-Off of ESG Minerals Ltd. Latin Resources Limited agreed to Spin-Off ESG Minerals Ltd on November 22, 2024. Shareholders will receive 1 fully paid ordinary share in ESG Minerals for every 50 Latin Resources Shares held on the Demerger Record Date, which is January 22, 2025. the Demerger must be approved by Latin Resources Shareholders. The Demerger is also conditional on Latin Resources Shareholders approving the Share Scheme. The demerger is expected to be implemented on January 30, 2025,
Latin Resources Limited completed the Spin-Off of ESG Minerals Ltd. on January 30, 2025. New Risk • Oct 07
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 32% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-AU$58m free cash flow). Share price has been highly volatile over the past 3 months (19% average weekly change). Earnings are forecast to decline by an average of 32% per year for the foreseeable future. Revenue is less than US$1m (AU$87k revenue, or US$59k). Minor Risks Currently unprofitable and not forecast to become profitable over next 2 years (AU$30m net loss in 2 years). Shareholders have been diluted in the past year (6.4% increase in shares outstanding). 
