MACH Metals Forges Future with SID in Acquisition of Rex Minerals

Rex Minerals Limited, also known as Rex, has recently signed a Scheme Implementation Deed (SID) with MACH Metals Australia Pty Ltd (MACH). The agreement outlines MACH's intention to acquire all outstanding shares of Rex through a scheme of arrangement, offering A$0.47 per share in cash. This proposed acquisition marks a strategic move by MACH to consolidate its ownership in Rex, leveraging the scheme of arrangement framework for a comprehensive acquisition of Rex's remaining shares.

Rex Minerals Limited has struck a pivotal deal with major shareholder MACH Metals Australia Pty Ltd (MACH), agreeing to an acquisition offer of A$0.47 per share in cash through a Scheme Implementation Deed (SID). Valuing Rex at approximately A$393 million on a fully diluted equity basis, this proposal presents a significant premium of 79% to Rex's 30-day VWAP and 98% to its 90-day VWAP. The agreement, stemming from a competitive global process, assures Rex shareholders of a swift and assured realization of their investment value.

The Transaction between Rex Minerals Limited and MACH Metals Australia Pty Ltd  are contingent upon limited conditions, including approval from the Foreign Investment Review Board (FIRB), which has already been sought, and approval from Rex shareholders. Notably, the Transaction does not hinge on financing or due diligence conditions. The Rex Board, having unanimously endorsed the Transaction, pending no superior proposals, and subject to ongoing positive assessments from an independent expert, affirms its belief that the Transaction serves the best interests of Rex shareholders.

Richard Laufmann, CEO and Managing Director of Rex, commented on today's announcement regarding the Transaction, emphasizing its benefits. He highlighted that the Transaction provides Rex shareholders with certainty of value and a substantial premium, reflecting a 98% increase relative to Rex’s 90-day VWAP, and offering an opportunity to realize investments at a 10-year historical share price high. Laufmann also noted that the partnership with MACH will ensure a more secure outcome for wider stakeholders, including the local community, the South Australian Government, and Rex employees, who will benefit from MACH's financial strength and track record. He underscored the alignment of the Hillside Project with South Australia's decarbonization and copper development strategy, expressing anticipation for the project's successful development under MACH's stewardship, pending approvals.

Ian Smith, Rex’s Independent Non-Executive Chairman, highlighted the Transaction as a favorable outcome for shareholders, acknowledging the substantial efforts of management over many years. He praised management for their exceptional work in advancing Hillside to become Australia’s largest fully permitted and shovel-ready copper project. Smith characterized the MACH offer as the culmination of these efforts, providing certainty of value for shareholders. He expressed gratitude to MACH for their collaborative approach throughout the Transaction process, emphasizing their constructive engagement in bringing the deal to fruition.