PERTH: Loyal Metals Ltd, an Australian-listed exploration company, has agreed to be acquired by PT Bumi Resources Tbk, Indonesia’s largest thermal coal producer, in an all-cash deal valued at approximately A$79.1 million.
Under the scheme of arrangement, Loyal shareholders will receive A$0.45 per share, representing a 40.6% premium to the company’s last closing price of A$0.32 on April 24 and a 49.6% premium to its 10-day volume-weighted average price.
The transaction is backed by Loyal’s major shareholders, who control about 28.6% of ordinary shares, as well as the company’s board, which holds roughly 2.1% of issued capital. Both groups have committed to vote in favor of the scheme, subject to no superior proposal emerging and a favorable independent expert opinion.
Loyal Metals founder and Chairman Peretz Schapiro said the deal delivers certainty and immediate cash value to shareholders who supported the company since its 2021 listing.
“Through the many ups and downs along the journey, we have always had this mission at the forefront of our minds and are glad to have delivered for our loyal shareholders,” Schapiro said.
The acquisition remains subject to customary conditions, including approval by Loyal shareholders at a meeting expected in early August, FIRB approval, and court endorsement. It also requires completion of Loyal’s previously announced acquisition of the Highway Reward Copper-Gold Mine in Queensland.
Bumi, which held US$118.6 million in unrestricted cash as of Dec. 31, 2025, will fund the transaction from existing reserves or available financing facilities.
The scheme implementation deed includes standard exclusivity provisions and break fee arrangements. An indicative timetable targets implementation by mid-to-late August 2026.
Loyal has appointed Canaccord Genuity as financial adviser and Steinepreis Paganin as legal adviser.
Editor’s Note:
The 40.6% premium is attractive for a junior explorer, and all-cash consideration eliminates execution risk for shareholders who might otherwise wait years for development outcomes.
This marks Bumi’s second Australian acquisition in two years, following its 2025 purchase of Wolfram Limited (owner of the Mt Carlton Gold Mine). The Indonesian group appears to be systematically building a mid-tier Australian metals portfolio, diversifying beyond its thermal coal base.
The deal hinges on Loyal completing the Highway Project acquisition and securing an A$8.2 million environmental bond — which Bumi has agreed to fund but at 10% interest. If the scheme collapses, Loyal faces steep default terms (15.35%) and must grant security over its assets. This creates asymmetric leverage favoring Bumi.
The independent expert’s conclusion remains a critical safeguard. Break fees are capped at A$750,000 (less than 1% of deal value), which is reasonable but also modest enough that a superior proposal remains plausible.
A well-priced exit for Loyal’s retail shareholders, but the embedded financing arrangements tilt risk toward the target if the deal fails to close.