First Au Limited (ASX:FAU) has received a unanimous recommendation from the directors of Javelin Minerals Limited (ASX:JAV) that Javelin shareholders and optionholders accept its off-market takeover offers, under which Javelin shareholders will receive 0.5882 FirstAU shares for each Javelin share held, and Javelin optionholders will receive 0.5882 FirstAU options for each Javelin option held.

Key Points

  • FirstAU's off-market takeover offers cover all fully paid ordinary shares and all options in Javelin Minerals Limited.
  • The exchange ratio is 0.5882 new FirstAU shares per Javelin share and 0.5882 new FirstAU options per Javelin option, adjusted following FirstAU's 20:1 capital consolidation completed on 5 October 2026.
  • Independent expert BDO Corporate Finance Australia Pty Ltd concluded that both the Share Offer and the Option Offer are not fair but reasonable to Javelin shareholders and optionholders.
  • Javelin's directors unanimously recommend acceptance of both offers in the absence of a Superior Proposal, and each director intends to accept or procure acceptance in respect of all Javelin shares and options they own or control.
  • The Target's Statement and FirstAU's bidder's statement are scheduled to be dispatched to Javelin shareholders and optionholders on 9 November 2026.

Terms of the Off-Market Takeover Offers

FirstAU's offers, made pursuant to Chapter 6 of the Corporations Act 2001, seek to acquire all fully paid ordinary shares and all options in Javelin Minerals Limited. Under the Share Offer, Javelin shareholders will receive 0.5882 new FirstAU shares for each Javelin share held. Under the Option Offer, Javelin optionholders will receive 0.5882 new FirstAU options for each Javelin option held. The exchange ratio was adjusted from an original ratio of 11.7647 following FirstAU's 20:1 consolidation of its issued capital on 5 October 2026, which was approved by FirstAU shareholders at a general meeting held on 23 September 2026.

Independent Expert's Conclusions on the Offers

The Target's Statement is accompanied by an independent expert's report prepared by BDO Corporate Finance Australia Pty Ltd, which includes an independent technical assessment and valuation report prepared by Valuation and Resource Management Pty Ltd. The independent expert concluded that the Share Offer is not fair but reasonable to Javelin shareholders, and that the Option Offer is not fair but reasonable to Javelin optionholders. The Target's Statement was lodged with the Australian Securities and Investments Commission on 2 November 2026 and provided to FirstAU on the same date.

Director Recommendation and Dispatch Timetable

The directors of Javelin unanimously recommend that Javelin shareholders accept the Share Offer and that Javelin optionholders accept the Option Offer, in the absence of a Superior Proposal as defined in the Target's Statement, and subject to the independent expert continuing to conclude that the offers are either fair and reasonable or not fair but reasonable. Each Javelin director has stated an intention to accept, or procure acceptance of, the offers in respect of all Javelin shares and Javelin options they own or control. The Target's Statement is scheduled to be dispatched to Javelin shareholders and optionholders, together with FirstAU's bidder's statement, on 9 November 2026.