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Highlights

  • CAML increased its offer for NWR to AUD 0.053 per share, valuing it at AUD 197 million
  • The company introduced a parallel off-market takeover offer with a 50.1% acceptance condition
  • CAML committed AUD 10 million in interim funding to support NWR’s project development

Central Asia Metals Plc (LSE:CAML), a UK-based base metals producer, has announced updates to its proposed acquisition of 100% of New World Resources Limited through an Australian Scheme of Arrangement initially disclosed on 21 May 2025.

The revised agreement includes an increased offer price, a concurrent alternative transaction route, and a short-term equity placement. CAML has raised its offer from AUD 0.050 to AUD 0.053 per share in cash, valuing NWR at approximately AUD 197 million. The increased offer follows market developments, including a new shareholder accumulating a notable position in NWR, with trades executed above the prior offer price.

In addition to the revised scheme, CAML and NWR have agreed to a parallel off-market takeover offer. This alternative structure includes the same consideration of AUD 0.053 per share and is subject to a 50.1% minimum acceptance threshold. The takeover offer will be available to shareholders if the original scheme is not approved and will remain open for at least four weeks after the scheme meeting.

The company has also committed AUD 10 million in interim funding to NWR through a subscription for approximately 188.7 million new shares at AUD 0.053 per share. This placement is conditional on no superior competing proposal being received by 4 July 2025. If completed, CAML will hold roughly 5% of NWR's enlarged share capital.

The funds raised from this placement will help NWR meet accelerated bonding requirements related to Arizona State permitting for the Antler Project. The permitting timeline has progressed faster than previously expected, requiring immediate funding that was originally planned to be secured as part of a broader project financing following completion of the scheme. In addition to permitting obligations, the funds will also support land acquisition and provide general working capital.

The NWR board continues to unanimously support the transaction and has recommended that shareholders vote in favor of the scheme or, if it fails, accept the takeover offer. 

According to CAML’s Non-Executive Chairman Nick Clarke, the adjustments to the transaction offer shareholders more flexibility. He cited recent share accumulation by a new investor as a factor influencing the improved offer. CEO Gavin Ferrar stated the acquisition aligns with CAML’s strategy of pursuing growth-oriented base metal projects and views the Antler Project as a potential contributor to future production and cash flow.

The funding for the improved consideration will be sourced from CAML’s existing cash reserves and/or a previously announced credit facility. The scheme, which remains subject to the same conditions as outlined on 21 May 2025, is expected to be implemented in early to mid-September 2025.

CAML is a London-based producer of base metals with operations in Europe and Central Asia and a market capitalization of approximately USD 380 million. The company has been listed on the London Stock Exchange since its IPO in 2010. 

The parallel structure of a scheme and takeover offer provides multiple paths for completion, depending on shareholder response.