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Highlights

  • NWC shareholders offered AUD 0.053 per share, reflecting a 107.5% premium to 30-day VWAP.
  • The company directors recommend the Scheme, with CAML providing interim AUD 10 million funding.
  • NWC acquisition offer includes Scheme and Takeover paths, giving shareholders parallel exit options.

New World Resources Limited (ASX:NWC) is focused on the development of the Antler Copper Project in Arizona, United States. The project involves exploration and advancement of a high-grade copper resource with potential strategic significance for the U.S. critical minerals supply chain.

The company has announced a revised acquisition proposal from Central Asia Metals Plc, offering shareholders AUD 0.053 per share up from the previously announced AUD 0.050. This enhanced consideration represents a 107.5% premium to NWC’s 30-day volume-weighted average price (VWAP) leading up to May 20, 2025, and values the company at approximately AUD 197 million.

The revised proposal includes two simultaneous transaction structures: a Scheme of Arrangement and an off-market takeover offer. Under the new arrangement, CAML has committed to launch a parallel off-market takeover bid, matching the scheme consideration of AUD 0.053 per share. The takeover offer includes a 50.1% minimum acceptance condition and will be available to shareholders for at least four weeks after the Scheme Meeting, if the Scheme is not approved.

CAML will also provide interim funding of AUD10 million through a placement of approximately 188.7 million new shares in New World at the same AUD 0.053 price per share. The placement is conditional on the absence of a competing proposal by July 4, 2025, or the New World board determining that any received proposal is not superior.

According to the company, the placement will allow New World to meet earlier-than-expected bonding obligations for permits related to its Antler Project in Arizona. These funds were initially intended to be secured later in the project financing process but have now been brought forward due to the accelerated state permitting timeline.

The board of New World has unanimously recommended that shareholders vote in favor of the Scheme and, if it is not approved, accept the Takeover Offer.

The Improved Scheme Consideration of AUD 0.053 per share represents a significant uplift for New World Resources shareholders, offering an 89.3% premium to the company’s closing share price of AUD 0.028 on May 20, 2025. It also reflects a 127.1% premium to the company’s 60-day volume-weighted average price (VWAP), and a 165.0% premium compared to the price of New World’s March 2025 capital raise.

The transaction remains subject to several key conditions, including the receipt of regulatory approvals in both the United States and North Macedonia. It also requires approval from New World shareholders at the upcoming Scheme Meeting, a positive assessment from an independent expert confirming the transaction is in the best interests of shareholders, and final approval from the Australian courts. Additionally, the deal is contingent on there being no material adverse changes affecting New World and no restraining orders that could prevent the implementation of the Scheme.

A Deed of Variation has been signed to amend the original Scheme Implementation Deed (SID) from May 21, 2025, confirming the new offer terms. Additionally, a Transaction Process Deed has been executed to formalize the off-market takeover pathway.

Kinterra Capital GP Corp. II recently disclosed a 12% stake in New World via ASIC filings. However, the company has not received any competing proposals from Kinterra or other parties.

If completed, the interim placement will result in CAML holding around 5.0% of New World’s issued share capital.