SYDNEY, AUSTRALIA: Lotus Resources Limited (ASX: LOT) and A-Cap Energy Limited (ASX: ACB) have agreed to merge via a Scheme of Arrangement, under which Lotus will acquire 100% of the A-Cap shares on issue.

Under the Share Scheme, A-Cap shareholders will receive 1 new Lotus share for every 3.54 A-Cap shares held on the Scheme record date. The merger transaction implies an offer price of approximately $0.0522 per A-Cap share, representing a premium of 20.7% to the closing A-Cap share price on 11 July 2023.

Upon implementation of the Share Scheme, Lotus shareholders will hold approximately 79.0% of the Merged Group and A-Cap shareholders will hold approximately 21.0%.

A-Cap’s Board unanimously support the Share Scheme, with board members confirming their intention to vote in favour of it, in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Share Scheme is in the best interest of A-Cap shareholders. A-Cap’s largest shareholder, Singapore Shenke International Investment, which holds 37.95% of the shares in A-Cap, also intends to vote in favour of the Share Scheme, based on the same conditions.

The merger will create a leading African-focused uranium player with significant scale and resources by combining production-ready asset, Kayelekera, with future large-scale growth asset, Letlhakane. Both projects are located in the same region and have significant leverage to the global uranium thematic.

The Merged Group will have a combined 241.5Mlb U308 Mineral Resource inventory, which positions it for a market re-rating. The Merged Group will also have increased financing flexibility to fast-track project development, as the combined project portfolio will be more attractive to potential offtake partners and financiers.

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