RENAISSANCE Minerals and Emerald Resources have entered into a Bid Implementation Agreement with the aim of merging. Emerald intends acquiring all issued shares of Renaissance that it does not already own by way of an off-market takeover offer.
Based on Emerald’s closing share price of 4.5 cents on the ASX on July 15, 2016, the offer values Renaissance at approximately A$40 million or 7.0 cents per share.
The Emerald proposal has been unanimously recommended by all of the directors of Renaissance, other than Ross Williams, who is also a director of Emerald and abstains from making a recommendation.
The merger follows a joint venture between the two covering the Cambodian Gold Project of Renaissance. It creates a mid-tier gold company which is well positioned for continued project expansion and development and further opportunities. The project in eastern Cambodia comprises the Okvau and adjoining O’Chhung exploration licences covering about 400sqkm.
It includes a 1.13 million ounce gold resource estimate at Okvau deposit with substantial exploration and project generation potential. Renaissance has completed a prefeasibility study for a single open pit containing 829,000 ounces at 2.2 grams/tonne gold and a definitive feasibility study is under way.
Emerald chairman Simon Lee will be chairman of the board of the combined group while Emerald managing director Morgan Hart will be the combined group’s managing director. Renaissance managing director Justin Tremain will be offered a position as executive director on the board of the combined group, which will retain long-term knowledge of the Cambodian project.
Renaissance chairman Hamish Halliday said, “Having developed a strong partnership with Emerald following the successful joint venture of the Cambodian Gold Project, this merger represents a natural progression for both companies and provides a robust corporate platform for the development of the Okvau deposit. A successful merger will create an emerging gold producer with a highly credentialed management team, a strong balance sheet and a company very well positioned to deliver growth for all shareholders.”
Emerald chairman Simon Lee said, “We are aligned with the Renaissance Board’s assessment of the strong potential of this advanced development gold project with an excellent exploration upside. The merger formalises this position and simplifies the process of enhancing the value of this project. I look forward to Justin’s contribution to our highly experienced Board and management team to achieve this objective.”