Announcement • Apr 09
Astral Resources NL (ASX:AAR) completed the acquisition of remaining 80.01% stake in Maximus Resources Limited (ASX:MXR). Astral Resources NL (ASX:AAR) submitted a non-binding indicative proposal to acquire remaining 80.01% stake in Maximus Resources Limited (ASX:MXR) for AUD 24.4 million on December 30, 2024. As part of the acquisition, Astral Resources will pay AUD 0.073 per share by way of an all-scrip. The implied Offer Consideration of AUD 0.073 per Maximus Share is approximately 61% above the last closing price of Maximus Shares prior to the Initial Announcement Date. In addition, Astral entered into two separate share sale agreements to acquire approximately 85.5 million Maximus shares, representing an aggregate of 19.99% of Maximus shares on issue from Beacon Minerals Limited and Colin Petroulas. Upon completion, Astral Resources NL will own 100% stake in Maximus Resources Limited. As of March 31, 2025, Astral Resources NL has acquired approximately 90.5% of Maximus Resources Limited.
The transaction is subject to completion of confirmatory due diligence, execution of a binding transaction implementation deed, respective board approvals, number of customary conditions including no material adverse change, no regulatory action or interference, no material acquisitions or disposals, no “prescribed occurrences” and possibly a minimum acceptance condition. As of February 17, 2025, the Maximus Board unanimously recommends to accept the Offer by Astral in the absence of a Superior Proposal. The Offer is scheduled to close on March 7, 2025, unless extended or withdrawn. Astral announced that it had acquired a 19.99% stake in Maximus Shares from a combination of Beacon Minerals Limited and Colin Petroulas. Subsequently, and in relation to this Offer, Maximus Directors collectively representing approximately 1.2% of all Maximus Shares on issue confirmed that they intend to accept the Offer, in the absence of a Superior Proposal. The support of Maximus’ Directors in conjunction with Astral’s existing 19.95% ownership of Maximus, which it acquired from Maximus’ two major shareholders indicates strong support for the Offer. Astral has announced it has a Relevant Interest in 42.13% of Maximus Shares inclusive of its 19.95% shareholding and as a result of acceptances under the Offer. If, at the end of the Offer Period, Astral has an interest in less than 90% of Maximus Shares, it does not become entitled to compulsorily acquire the Maximus Shares that have not been accepted into the Offer. Should Astral not acquire 100% of Maximus and no Superior Proposal emerges, the Maximus Share price may decline back to and potentially below the values experienced prior to the Initial Announcement Date. As per the announcement dated February 24, 2025 the offer becomes unconditional. As of March 21, 2025, the deal is expected to close on April 4, 2025.
Taylor Collison Limited acted as financial advisor to Astral Resources NL. Thomson Geer acted as legal advisor to Astral Resources NL. EMK Lawyers acted as legal advisor to Maximus Resources Limited.
Astral Resources NL (ASX:AAR) completed the acquisition of remaining 80.01% stake in Maximus Resources Limited (ASX:MXR) on April 7, 2025. New Risk • Mar 15
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -AU$4.0m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. 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$4.0m free cash flow). Earnings have declined by 8.3% per year over the past 5 years. Shareholders have been substantially diluted in the past year (35% increase in shares outstanding). Revenue is less than US$1m (AU$46k revenue, or US$29k). Minor Risk Market cap is less than US$100m (AU$30.4m market cap, or US$19.2m). Announcement • Feb 27
Astral Resources NL (ASX:AAR) acquired 7.7% stake in Maximus Resources Limited (ASX:MXR) from Beacon Minerals Limited (ASX:BCN) for AUD 2.2 million. Astral Resources NL (ASX:AAR) acquired 7.7% stake in Maximus Resources Limited (ASX:MXR) from Beacon Minerals Limited (ASX:BCN) for AUD 2.2 million on February 27, 2025.
Astral Resources NL (ASX:AAR) completed the acquisition of 7.7% stake in Maximus Resources Limited (ASX:MXR) from Beacon Minerals Limited (ASX:BCN) on February 27, 2025. 
