SYDNEY, AUSTRALIA: Pantoro Limited (ASX: PNR) and Tulla Resources Plc (ASX:TUL) have entered into a binding merger implementation deed (Merger Implementation Deed) for an all scrip merger of Tulla and Pantoro.

Under the scheme of arrangement under the Companies Act 2006 (UK), under which Pantoro Limited will acquire Tulla and consolidate 100% ownership and control of the Norseman Gold Project (Merger).

The merger consolidates 100% ownership of the Norseman battery and base metals mineral rights. The merger will create a new mid-cap ASX-listed gold company with target production of 110,000 oz per annum, a Mineral Resource of 4.79 Moz and an Ore Reserve of 0.98 Moz1 and, given the scale of the Norseman project, significant potential to grow the resource base and production profile through greenfields and brownfields exploration.

The merger, before the impact of the Pantoro capital raising (refer below), will result in Pantoro’s shareholders owning in aggregate 51.5% and Tulla’s shareholders owning in aggregate 48.5% of Pantoro’s ordinary shares .

The merger is unanimously recommended by the Boards of Tulla and Pantoro, in the absence of a superior proposal, as well as by Tulla’s majority 54.9% shareholder, Tulla Resources Group Pty Limited (TRG), (controlled by the Maloney family), who has provided irrevocable voting support for the Merger, in the absence of a superior proposal.

Each director of Tulla will vote, or procure the voting of, any Tulla shares they control in favour of the Merger, in each case in the absence of a superior proposal.

In support of the Merger, Pantoro is launching a two-tranche institutional placement of new fully paid ordinary shares in the Company (Placement Shares) to sophisticated and professional investors to raise A$75 million (before costs).

Placement shares will be issued at a price of A$0.06 per share. Proceeds from the Placement, together with existing cash, will be applied to support the final stages of ramp-up of the Norseman Gold Project, invest in exploration and Ore Reserve growth, provide appropriate ongoing liquidity and working capital, for debt management and to pay transaction costs.

Pantoro Managing Director, Paul Cmrlec, commented: “Consolidating the Norseman Gold Project into a single entity is a logical step for all parties to maximise value as the project ramps up to reach its full potential as a premier gold asset in Western Australia.

While Norseman has experienced delays and challenges in its ramp-up, key operational and management changes made late in 2022 are now yielding positive results, with productivity and throughput increasing month on month and process plant ramp-up now virtually complete to nameplate capacity.

The equity raising ensures that the combined group is well funded through the initial phases of production and enables the reduction of the consolidated debt position of the Company during this critical phase.

We look forward to working with our proposed new board members and thank our proposed outgoing directors for the dedicated service and guidance to management of the company through the very challenging environment of the past 3 years in particular.”

Tulla Executive Director, Mark Maloney, commented: “Consolidating ownership of the Norseman gold asset and battery metals will deliver significant value for the shareholders of both companies, providing a simplified structure and delivering operational and corporate efficiencies.

Tulla shareholders will realise the upside of their investment in a significant mid-tier Australian gold producer, with a large, high-grade operation of very substantial value while maintaining 100% ownership of the industrial mineral rights at Norseman.

I look forward to serving on the new Board and working with our former joint venture partner to maximize future value for all shareholders.”