Azure Minerals Limited proposed acquisition announcement

Azure Minerals Limited (ASX: $AZS) has announced the proposed acquisition of 100% of its shares by SH Mining Pty Ltd, a bid vehicle jointly owned by Sociedad Química y Minera de Chile S.A. and Hancock Prospecting Pty Ltd. The acquisition will be through a scheme of arrangement for cash consideration of $3.70 per share and a fall-back conditional off-market takeover offer for $3.65 per share. The Supreme Court of Western Australia has approved the convening of a shareholder meeting to consider and vote on the scheme and the release of a transaction booklet. An extraordinary general meeting is also being convened to seek shareholder approval of the joint bidding arrangements. The transaction booklet provides important information relating to the transaction, including the bidder's statement and target's statement in relation to the takeover offer. The independent expert has concluded that the scheme is in the best interests of Azure shareholders, and the board unanimously recommends that shareholders support the transaction.

Executive Commentary on Proposed Acquisition

The company's directors unanimously recommend voting in favor of the Scheme, subject to no Superior Proposal emerging and the Independent Expert continuing to conclude that the Scheme is in the best interests of Azure Shareholders. The Scheme Meeting will be held on Monday, 8 April 2024, at 10.30am (Perth time), or immediately following the conclusion of the EGM. Shareholders are encouraged to vote, as every vote in favor of the Scheme will increase the likelihood of all Azure Shareholders receiving additional value per share. The Transaction Booklet also provides details on the background of the transaction, the consideration under the Transaction Implementation Deed, and the key considerations for shareholders to accept or reject the Takeover Offer.

Summary of Proposed Acquisition and Outlook

Azure Minerals Limited has provided a Transaction Booklet outlining the details of an Extraordinary General Meeting (EGM) and Scheme Meeting for shareholders. The EGM will include a vote on the Section 611 item 7 Resolution, while the Scheme Meeting will involve a vote on the Scheme Resolution. Shareholders can vote in person, by proxy, by attorney, or by corporate representative. The company's directors unanimously recommend voting in favor of the Scheme, subject to no Superior Proposal emerging and the Independent Expert continuing to conclude that the Scheme is in the best interests of Azure Shareholders. The Transaction Booklet also provides details on the background of the transaction, the consideration under the Transaction Implementation Deed, and the key considerations for shareholders to accept or reject the Takeover Offer. Shareholders are encouraged to read the Transaction Booklet in full and seek professional advice on their particular circumstances. The company has not provided forecast financial information as it believes a reasonable basis does not exist for providing financial forecasts that would be sufficiently meaningful and reliable. The Transaction Booklet also includes historical financial information, details about the directors and senior management, and substantial holders of Azure Shares.