SYDNEY, AUSTRALIA: Kin Mining NL and PNX Metals Limited have announced a merger that promises to reshape the junior resource landscape on the ASX.

In a joint statement released today, Kin Mining NL (ASX: KIN) and PNX Metals Limited (ASX: PNX) declared they have signed a binding scheme implementation deed.

This agreement sets the stage for KIN Mining to acquire all ordinary shares of PNX Metals through a Scheme of Arrangement, pending the fulfillment of certain conditions.

Shareholders of PNX are poised to receive a 23.9% premium based on the 10-day volume-weighted average price (VWAP) and a 6.2% premium on the 30-day VWAP, with the exchange ratio set at 1 KIN share for every 13 PNX shares held.

Upon successful implementation of the Scheme, a Merged Group will be formed where KIN shareholders will own approximately 72%, and PNX shareholders will hold the remaining 28%.

The PNX Independent Board Committee, consisting of Graham Ascough, James Fox, and Hans-jörg Schmidt, has unanimously endorsed the Scheme, urging shareholders to vote in favor at the upcoming Scheme Meeting, barring any superior proposals and contingent upon favorable conclusions from the Independent Expert’s Report.

Similarly, the KIN Mining Independent Board Committee, represented by Guiseppe Graziano and Nicholas Anderson, has also recommended the Scheme.

However, Rowan Johnston and Hansjoerg Plaggemars, directors of both KIN and PNX Metals, have abstained from making any recommendations due to their dual roles.

Mr. Graham Ascough, Executive Chairman of PNX, expressed enthusiasm about the merger, highlighting the combined entity’s robust balance sheet, dynamic management, and promising exploration prospects in Western Australia and the Northern Territory.

He emphasized the benefits for PNX shareholders, including access to Kin’s lucrative gold projects and the potential for accelerated development of PNX’s Thunderball Uranium Project and other resources.

Echoing this sentiment, Mr. Nicholas Anderson, Executive Director of KIN, remarked that the merger aligns with Kin’s strategy to capitalize on its financial strength and expertise to pursue strategic mergers and acquisitions across Australia.

He noted PNX’s extensive tenement portfolio in the Pine Creek region as a key asset in the merger.

The proposed union is set to create a formidable presence in the junior resource sector, offering a blend of financial might, strategic management, and a rich pipeline of exploration and development projects.