Scheme of Arrangement

Rex Minerals Ltd Scheme of Arrangement with MACH Metals Australia Pty Ltd

Rex Minerals will be holding a Shareholders’ Scheme Meeting at 10:00am on Thursday, 10 October 2024. The meeting will be held at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne Victoria.

Key Points

  • Rex has entered into a Scheme Implementation Deed (SID) with its major shareholder MACH to acquire all of the shares it does not already own for cash consideration of A$0.47 per share.

  • The offer price implies a fully diluted equity value of A$393 million and represents a significant premium of 79% to Rex’s 30-day VWAP and 98% to the 90-day VWAP.

  • MACH’s offer price follows a competitive global partnering process and delivers Rex shareholders a certain outcome and an accelerated realisation of value.

  • The Transaction is subject to limited conditions including FIRB approval (which has been applied for) and Rex shareholder approval. The Transaction is not subject to financing or due diligence conditions.

  • The Rex Board unanimously recommends the Transaction in the absence of a superior proposal and subject to the independent expert concluding and continuing to conclude that the Transaction is in the best interests of Rex shareholders.

Further Information

Further information on how to attend the Scheme Meeting is set out in the Notice of Meeting and personalised proxy forms which were despatched to all Rex Minerals Shareholders on 6 September 2024.

Shareholders should monitor ASX announcements and Rex’s website where updates will be provided if it becomes necessary or appropriate to change any of the arrangements for the Scheme Meeting.

If shareholders have any queries in relation to the Scheme Booklet, they can contact Rex on 1300 822 161 (within Australia) or +61 3 9068 3077 (outside Australia). Alternatively, email queries can be sent to the attention of the Company Secretary at rex@rexminerals.com.au.

Shareholder Details

Shareholders are encouraged to ensure their contact details are up to date on the Share Register. They are also encouraged to ensure their preferred bank details are added to their holding details with the Share Registry.

Shareholders can contact Computershare Investor Services on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

Shareholders can also update their details by accessing the following link: www-au.computershare.com/Investor

Important Links

ASX Announcement - Shareholders’ Scheme Meeting & Scheme Booklet, 4 September 2024

ASX Announcement - Rex Minerals enters a A$393M Scheme Implementation Deed with MACH, 8 July 2024