Announcement • Aug 05
Alkane Resources Ltd (ASX:ALK) completed the acquisition of Mandalay Resources Corporation (TSX:MND) from GMT Capital Corp., CE Mining Fund III L.P., managed by Plinian Capital LLP and others in a merger of equals transaction.
Alkane Resources Ltd (ASX:ALK) agreed to acquire Mandalay Resources Corporation (TSX:MND) from GMT Capital Corp., CE Mining Fund III L.P., managed by Plinian Capital LLP and others for approximately CAD 500 million in a merger of equals transaction on April 27, 2025. Alkane will acquire all the issued and outstanding common shares of Mandalay pursuant to a court-approved plan of arrangement. Under the Transaction, Mandalay shareholders will receive 7.875 ordinary shares of Alkane for each ordinary share of Mandalay (the “Exchange Ratio”) held immediately prior to the effective time of the Transaction (the “Effective Time”). Upon completion of the Transaction, former Mandalay shareholders and existing Alkane shareholders will own approximately 55% and 45%, respectively, of the outstanding ordinary shares of the combined company, on an undiluted basis. Following completion of the Transaction, the combined company will continue operating as “Alkane Resources", remain listed on the ASX and is seeking a listing on the TSX exchange. The implied market capitalization of the combined company is estimated at AUD 1,013/ CAD 898 million. The combined company will be headquartered in Perth, Australia. Additionally, a termination fee in the amount of AUD 17 million (CAD 15.01 million) is payable by Alkane and Mandalay, respectively, in certain customary circumstances. In connection with the Transaction, Alkane will apply to have the shares of the combined company listed on the TSX.
Upon closing of the Transaction, the management team of the combined company will be led by current Alkane executives Nic Earner (Managing Director) and James Carter (Chief Financial Officer). Current Mandalay executives Ryan Austerberry (Chief Operating Officer) and Chris Davis (VP Exploration and Operational Geology) will join existing Alkane senior operational management to provide critical continuity for the Costerfield and Björkdal mines.
The Transaction will be effected pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will require approval by 66 2/3 percent of the votes cast by the shareholders of Mandalay at a special meeting of Mandalay shareholders. The issuance of the Alkane ordinary shares pursuant to the Transaction is also subject to approval by a simple majority of votes cast by the shareholders of Alkane at a special meeting of Alkane shareholders. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals, including under the Australian and Swedish foreign investment approval regimes, ASX approval of the listing of the Alkane common shares to be issued under the transaction and confirmation by ASX that Alkane does not need to re-comply with Chapters 1 and 2 of the ASX Listing Rules for the purposes of ASX Listing Rule 11.1.3, as well as certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the transaction is expected to close in calendar Q3 2025. The transaction has been unanimously approved by the boards of directors of both Mandalay and Alkane. Both boards of directors unanimously recommend that their respective shareholders vote in favour of the Transaction. Directors, officers and shareholders of Mandalay (including CE Mining and GMT Capital) who hold approximately 45% of the outstanding Mandalay common shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Mandalay common shares in favour of the Transaction. Certain Directors of Alkane who hold approximately 19% of the outstanding Alkane ordinary shares have stated their intention to vote their Alkane common shares in favour of the share issuance pursuant to the Transaction. As on June 18, 2025, Swedish regulatory approval has been received. On June 26, 2025 approval of the Australian Foreign Investment Review Board has been obtained transaction. As of June 27, 2025 Alkane has scheduled General Meeting on July 28, 2025 for shareholders to vote on all resolutions related to the proposed merger.
As of July 28, 2025, Mandalay shareholders have approved the transaction with 73,442,195 and 99.85% of votes.
Mandalay has engaged Haywood Securities Inc. as exclusive financial advisor and fairness opinion provider, Michael Partridge and James Clare of Brandon Hoffman Goodmans LLP as Canadian legal advisor, Clayton Utz as Australian legal advisor and GenCap Mining Advisory Ltd. provided an independent fairness opinion to the board of directors in relation to the Transaction. Alkane has engaged Bell Potter Securities Limited and Euroz Hartleys Limited as joint financial advisors, HopgoodGanim as Australian legal advisor and Bennett Jones LLP as Canadian legal advisor to the Transaction. GenCap Mining Advisory Ltd. has provided an independent fairness opinion and acted as financial advisor to the board of directors of Mandalay. Peter Dyer and Alexandra Thörnroos of Advokatfirman WÅHlin Ab acted as legal advisor to Mandalay. Scotia Capital Inc. acted as financial advisor to Mandalay Resources Corporation.
Alkane Resources Ltd (ASX:ALK) completed the acquisition of Mandalay Resources Corporation (TSX:MND) from GMT Capital Corp., CE Mining Fund III L.P., managed by Plinian Capital LLP and others in a merger of equals transaction on August 5, 2025.
