LONDON: Further to its announcement on 17 March 2025, Tectonic Gold plc (AQSE:TTAU), a metals exploration company, has entered into a conditional share purchase agreement (SPA) to acquire the entire issued and to be issued share capital of Godolphin Exploration Limited, a private exploration company focused on tin and copper in Devon and Cornwall, UK.
Key Highlights of the Proposed Acquisition:
– Total consideration of approximately £3.66 million, payable in 1,832,127,500 new Tectonic shares, giving Godolphin shareholders 63.4% of the enlarged share capital.
– Strategic shift in focus towards tin and copper exploration in the South West of England.
– Proposed name change to Tamar Minerals plc to reflect new direction.
– 20:1 share consolidation to streamline capital structure.
– Appointment of Mark Thompson to the Board.
The acquisition falls under Rule 9 of the Takeover Code, as shareholders representing 74.5% of Godolphin are deemed Acting in Concert, and certain members already hold 5.69% of Tectonic’s existing shares. Following completion, the Concert Party will hold approximately 49.90% of the enlarged share capital, potentially rising to 49.96% if warrants are exercised.
The Takeover Panel has granted a waiver from the mandatory offer requirement, contingent on approval by independent shareholders at the Annual General Meeting (AGM), scheduled for 12 May 2025 in Sydney, Australia.
VSA Capital, a member of the Concert Party and Tectonic’s AQSE Corporate Adviser, will receive 21,650,000 existing shares from Titeline Drilling Pty Ltd as part of its advisory fees.
The proposed acquisition remains conditional on shareholder approval at the AGM. If approved, the deal will position the newly named Tamar Minerals plc as a key player in UK tin and copper exploration, capitalizing on growing demand for critical metals.
Tectonic Gold is a metals exploration company transitioning its focus to tin and copper in the South West of England. Following the acquisition, the company intends to rebrand as Tamar Minerals plc, reflecting its new strategic direction.