Zenith Minerals Limited has provided an update on the proposed demerger and initial public offering (IPO) of its wholly-owned subsidiary, Mackerel Metals Limited.
The proposed demerger will occur by way of an in-specie distribution of shares in Mackerel to Zenith shareholders in conjunction with the IPO.
On 2 November 2022, Mackerel lodged a prospectus with Australian Securities & Investments Commission (ASIC) for the demerger of Zenith’s gold and base metal assets into a separate ASX-listed company, intending to raise $6 million via the offer of 20,000,000 new shares at an issue price of $0.30 per share.
Oversubscriptions may be accepted for up to a further $4,000,000.
The conditions to completion of the offer include:
- Zenith shareholder approval for the in-specie distribution
- The Company raising a minimum of $6,000,000 under the offer
- ASX approving Mackerel’s application for admission to the official list of ASX and Mackerel receiving conditional approval for quotation of its Shares
In addition to any entitlement under the in-specie distribution, Zenith shareholders who were registered on 2 November 2022 will be given a priority entitlement to subscribe for Mackerel shares under the offer of a minimum of $1.5 million, known as the ‘priority offer’.
There will be a minimum subscription of $2,000 under the priority offer and allocations will be made at the discretion of the Mackerel Board.
The full terms of the priority offer to eligible Zenith shareholders are set out in the prospectus and eligible shareholders will be sent correspondence from the share registry following the exposure period for the prospectus.
A copy of that correspondence will also be released to Zenith’s ASX announcement platform.
Zenith has provided a draft Notice of Meeting to ASX in relation to seeking shareholder approval for the in-specie distribution.
Based on the current indicative timetable and subject to receipt of requisite shareholder approval, eligible Zenith shareholders registered on the record date – anticipated to be 13 December 2022 – will be entitled to participate in the planned in-specie distribution of 166.67 million Mackerel Shares.
A copy of the final notice will be released to Zenith’s ASX platform following completion of the ASX review period.
Since Zenith’s most recent update on the demerger of its gold and base metals assets, Mackerel has appointed experienced mining executive Kevin Seymour as its Managing Director.
Mr Seymour – formerly the Managing Director of Woomera Mining and General Manager of Exploration at Ramelius Resources – is a highly experienced and credentialled exploration geologist with broad experience in different commodities and geological terrains.
Mr Seymour also held senior exploration roles with Glengarry Resources, Sons of Gwalia and Delta Gold and is supported by a Board and key advisors that are industry-recognised executives and technical specialists with strong track records of corporate management and resource project acquisition, discovery and development.
Following completion of the IPO, Mackerel’s portfolio of gold and base metal assets will comprise ten projects within eight active project areas located in Western Australia, Queensland and New South Wales.
