Clayton Utz is acting for mining company Oxiana Limited in its proposed acquisition of Minotaur Resources Limited, which would result in Oxiana taking over 100 per cent of the Prominent Hill copper/gold deposit in South Australia.
Oxiana and Minotaur have been working in a joint venture to explore the deposit. Both companies have agreed to the acquisition, but it is yet to be approved by Minotaur shareholders and option holders.
Oxiana’s offer for Minotaur is at $2.29 a share, a 42 per cent premium on the 10-day volume weighted average price of Minotaur shares. Oxiana intends to complete the acquisition under a scheme of arrangement.
This will involve the non-Prominent Hill assets and liabilities of Minotaur being transferred into a new exploration and development company called Minotaur Exploration Limited, which will be separately listed on the ASX.
Minotaur Exploration Limited will be headed by the board and management team of Minotaur Resources. Oxiana will subscribe for $2 million worth of shares in the new company.
Partner Charles Rosedale and Ron Snooker are the lead partners acting for Oxiana.
Rosedale said some of the particularly complex aspects of the deal included the spinning out of the non-Prominent Hill assets as part of the scheme into a new listed company and the negotiation of the terms of Oxiana’s future equity investment in Minotaur Exploration. Also, the arrangements had to be completed in just four days.