Acquisition Offer Agreement Overview

Sierra Rutile Holdings Limited (ASX: $SRX) has entered into a Bid Implementation Agreement with Leonoil Company Limited, under which Leonoil will offer to acquire all of the issued and outstanding ordinary shares in SRX that it does not already own. The cash offer of A$0.18 per share represents a 12.5% premium to the previous offer from Gemcorp and implies a total undiluted equity value for SRX of A$76.4 million. The SRX Directors unanimously recommend each holder of SRX shares accept the Leonoil Offer and have indicated that they will accept the offer in respect of all SRX shares they own or control, in the absence of a Superior Proposal.

Executive Commentary on Acquisition Offer

The Leonoil Offer provides an attractive all-cash payment to SRX shareholders, mitigating future development, operational, and financial risks. The Bid Implementation Agreement includes deal protection mechanisms and a reciprocal break fee payable by each party in certain circumstances. We believe this offer is in the best interests of our shareholders and provides certainty with an attractive premium.

Summary of Acquisition Offer and Agreement

Sierra Rutile Holdings Limited (SRX) has agreed to an acquisition offer from Leonoil Company Limited, which includes a cash offer of A$0.18 per share, representing a 12.5% premium to the previous offer from Gemcorp. The SRX Directors unanimously recommend each holder of SRX shares accept the Leonoil Offer. The Bid Implementation Agreement provides deal protection mechanisms and a reciprocal break fee. The Leonoil Offer will be open for acceptance by the end of July 2024, and further details will be contained within Leonoil's Bidder's Statement and SRX's Target's Statement. The agreement sheds light on the strategic acquisition offer made by Leonoil and the board's recommendation for SRX shareholders to consider the offer.