Dacian Gold Limited (Dacian) and NTM Gold Limited (NTM) have entered into a binding Scheme Implementation Deed (SID), under which the two companies will merge by way of an NTM Scheme of Arrangement (Scheme or Merger). The Merger will combine two complementary West Australian gold companies, leveraging Dacian’s operational expertise and processing infrastructure to unlock the development potential of the Redcliffe Gold Project through regional consolidation (Merged Group).
Under the terms of the Scheme, each NTM Shareholder will receive 1 Dacian share for every 2.7 NTM shares held at the Scheme record date.
As a result, shareholders of Dacian and NTM will hold 68.4 per cent and 31.6 per cent, respectively, of the issued ordinary shares in the Merged Group.
In conjunction, outstanding NTM options will be exchanged for new Dacian options at the 2.7 exchange ratio and on equivalent terms .
The NTM Board recommends that NTM Shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert opining the Scheme is in the best interest of NTM Shareholders.
NTM Shareholders, including all NTM Directors and the two largest shareholders, Empire Resources Group (13.7 per cent) and DGO Gold Limited (13.6 per cent), representing a combined voting interest of 32.9 per cent intend to vote all the shares that they hold in NTM in favour of the Scheme, in the absence of a superior proposal.
Managing Director of Dacian, Leigh Junk, commented that this merger will create value by delivering on the company’s strategy of extending mine life, diversifying its production base and increasing operational flexibility at Mt Morgans (located approximately 20 kilometres west of Laverton).
“This is a logical step for Dacian to expand operations in our region by unlocking resources within haulage distance of our substantial processing infrastructure, enabling future resource and reserve additions to be brought quickly into production,” he said.
“The merger with NTM creates an industry-leading portfolio of advanced exploration targets underpinned by potential high-margin, low capital intensity development opportunities, which would significantly expand Dacian’s production profile through the addition of high-grade deposits to our operating plan, further future-proofing our business.”
Managing Director of NTM, Andrew Muir, commented that this is a compelling transaction for NTM and provides the financial, processing and operating strength to unlock the value of the Redcliffe Gold Project (located 45-60 kilometres northeast of Leonora in the Eastern Goldfields).
“The transaction is an outstanding opportunity for NTM given the proximity of both companies’ assets and delivers to NTM shareholders immediate exposure to gold production while still enabling them to benefit from future exploration success at both Redcliffe and Mt Morgans,” Mr Muir said.
More information on the announcement can be found here.
 Existing 60M NTM options ($0.10/s exercise price, expiring on 31 March 2022) to be exchanged for new Dacian Options at the 2.7 ratio, resulting in 22.2M Dacian Options being issued at a $0.27/s exercise price, expiring on 31 March 2022. The only holder of options in NTM is DGO Gold Limited. Eduard Eshuys is a Non-Executive Director of NTM and Executive Chairman of DGO Gold Limited and is considered to hold a relevant interest in the security holdings of DGO Gold Limited in NTM.