Patronus Resources launches takeover bid for Matsa Resources

PERTH: Patronus Resources Limited (ASX: PTN) announced on Monday an on-market takeover offer for all outstanding shares of Matsa Resources Limited (ASX: MAT), a move that could significantly reshape the gold exploration and development landscape in Western Australia.

The offer, priced at A$0.045 per share, values Matsa at approximately A$33 million based on its current share count. Patronus, which already holds a 19.57% stake in Matsa, aims to increase its ownership and potentially restructure Matsa’s board and management. The bid represents a 12.5% premium over Matsa’s last traded price of A$0.040 on Feb. 6, 2025, and a 60.7% premium over Matsa’s strategic placement price of A$0.028 in September 2024.

Patronus Managing Director John Ingram said the offer provides Matsa shareholders with “attractive, certain, and immediate value” while mitigating risks associated with Matsa’s ongoing exploration activities and existing debt. The offer is fully funded and unconditional, with cash payments to be made on a T+2 basis following acceptance.

Matsa shareholders can sell their shares on-market to Patronus immediately, with the offer period officially opening on Feb. 24, 2025, and closing on March 24, 2025, unless extended. Euroz Hartleys Limited has been appointed as the broker to facilitate the on-market purchases.

Patronus, a gold, base metals, and uranium exploration company, has significant projects in Western Australia and the Northern Territory. The company believes the acquisition aligns with its strategy to expand its gold exploration and development portfolio.

Matsa, which operates the Lake Carey Gold Project in Western Australia, has yet to respond to the offer. The company’s board is expected to issue a target’s statement in due course, outlining its recommendation to shareholders.

The takeover bid comes amid concerns from Patronus regarding Matsa’s recent strategic placements and management decisions, including a A$2.37 million placement to Bulletin Resources Limited, a company with close ties to Matsa’s executive chairman, Paul Poli.

Patronus has also raised concerns about a loyalty option offer sub-underwritten by the spouse of Matsa’s executive chairman, which it believes could disproportionately benefit insiders.

If the offer is successful, Patronus plans to conduct a strategic review of Matsa’s assets, potentially consolidating operations and reducing corporate overheads. However, Patronus has stated it does not currently intend to proceed with compulsory acquisition if it acquires more than 90% of Matsa’s shares.

The offer is subject to regulatory approvals, but Patronus has already received clearance from the Australian government under the Foreign Acquisitions and Takeovers Act.

Matsa shareholders are encouraged to review the bidder’s statement and seek independent financial advice before deciding whether to accept the offer.

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