PERTH: First Au Limited (ASX: FAU) has agreed to acquire Javelin Minerals Limited (ASX: JAV) in a recommended all-scrip takeover that would consolidate four brownfields gold projects in Western Australia’s Eastern Goldfields into a single company with reported mineral resources totaling approximately 350,600 ounces of gold.

The two companies executed a binding Takeover Implementation Deed on Sept. 16, 2026, according to an ASX announcement. The combined entity would hold First Au’s Gimlet and Riverina East projects alongside Javelin’s Eureka and Coogee projects, all located outside Kalgoorlie.

Under the terms of the offer, Javelin shareholders would receive 11.7647 new First Au shares for each Javelin share held, equivalent to 0.5882 First Au shares following First Au’s proposed 20:1 capital consolidation. The consolidation remains subject to approval by First Au shareholders, but the offers are not conditional on it.

Based on First Au’s 10-day volume-weighted average price of A$0.0098 per share for the period ending Sept. 11, 2026, the offer implies a value of A$0.1153 per Javelin share and values Javelin at approximately A$46.5 million on a fully diluted basis. That represents a 40.6% premium to Javelin’s closing price of A$0.082 on Sept. 11.

Based on First Au’s closing price of A$0.012 on Sept. 11, the implied offer value rises to A$0.1412 per Javelin share, a 72.2% premium.

If the acquisition is completed in full, existing First Au shareholders would hold approximately 51.3% of the enlarged company, while former Javelin shareholders would hold about 48.7%.

Strategic Rationale

The transaction would bring together three resource-backed gold projects under one listed company. According to the announcement, the combined resource base comprises:

· Gimlet (First Au): 1.583 million tonnes at 2.22 g/t gold for 112,900 ounces

· Eureka (Javelin): 2.041 million tonnes at 1.69 g/t gold for 110,687 ounces

· Coogee (Javelin): 3.655 million tonnes at 1.08 g/t gold for 126,685 ounces

Coogee also hosts a reported copper resource of 1 million tonnes at 0.41% copper for 4,122 tonnes of copper.

First Au Executive Chairman Daniel Raihani said the combination creates a stronger foundation for value creation than either company could achieve independently.

“This transaction brings together two complementary Western Australian gold portfolios, experienced management teams and aligned shareholder bases under a single platform,” Raihani said. “The combined entity will hold a resource base of over 350,000 ounces of gold across Gimlet, Eureka and Coogee, supported by the exploration upside at Riverina East.”

Javelin Executive Chairman Brett Mitchell said the all-scrip structure allows Javelin shareholders to retain exposure to Eureka and Coogee while gaining exposure to Gimlet, Riverina East and First Au’s other assets.

“We believe the combination offers an attractive opportunity to develop a broader brownfields gold portfolio in the Eastern Goldfields, while maintaining an interest in the projects we have been advancing,” Mitchell said.

Board Recommendation and Conditions

Javelin’s board unanimously recommends that shareholders accept the offer, in the absence of a superior proposal and subject to an independent expert concluding the offer is fair and reasonable, or not fair but reasonable. Directors holding or controlling 9% of Javelin shares intend to accept the offer on the same basis.

The share offer is subject to a 50.1% minimum acceptance condition and other customary conditions, including no material adverse change, no prescribed occurrences, and no adverse regulatory action. The option offer is conditional on the share offer becoming unconditional.

Transaction Structure

First Au will make separate offers for Javelin shares and options. Option holders would receive 11.7647 new First Au options for each Javelin option held, with exercise prices adjusted by the exchange ratio and expiry dates matching the corresponding Javelin options — either Dec. 6, 2026, or Dec. 31, 2028.

All 15,161,294 Javelin performance rights on issue will vest and convert to Javelin shares, except for six vendor performance rights that will be cancelled in exchange for new First Au performance rights, subject to an ASX listing rule waiver.

If the offers are accepted in full, First Au expects to issue approximately 3.58 billion new shares and 1.92 billion new options on a pre-consolidation basis.

On completion, the First Au board is intended to comprise three existing First Au directors — Raihani, Piers Lewis and Lachlan Kenna — plus two Javelin nominees, Brett Mitchell and Andrew Rich.

Tax Treatment

Eligible Javelin shareholders may be able to choose scrip-for-scrip rollover relief under Division 124-M of the Income Tax Assessment Act 1997, deferring Australian capital gains tax, provided First Au becomes the owner of 80% or more of Javelin shares and other requirements are met. Satisfaction of the 50.1% minimum acceptance condition alone would not meet the 80% threshold.

Timetable and Advisers

First Au’s Bidder’s Statement and Javelin’s Target’s Statement are both due to be lodged with ASIC and released to ASX on Oct. 23, 2026. Both documents are scheduled for despatch to Javelin shareholders on Oct. 30, when the offer period begins. The offer period is set to end Nov. 30, unless extended or withdrawn.

Hamilton Locke is acting as legal adviser to First Au. Steinepreis Paganin is acting as legal adviser to Javelin.