Horizon Minerals Limited (ASX: HRZ) and Greenstone Resources Limited (ASX: GSR) have agreed to a merger to be conducted by way of schemes of arrangement under the Corporations Act 2001 (Cth), whereby Horizon will acquire 100% of the fully paid ordinary shares in Greenstone (Share Scheme) and 100% of the listed Greenstone options (Options Scheme, and together with the Share Scheme, the Schemes), subject to the satisfaction of various conditions.
Under the Schemes:
Each Greenstone shareholder will receive 0.2868 Horizon shares for every Greenstone share held; and
Each Greenstone listed option holder will receive 0.2868 new Horizon listed options for every listed Greenstone option held.
Based on the last trading price of Horizon and Greenstone, the exchange ratio under the Share Scheme represents:
An 89% premium to Greenstone’s last traded price on 9 February 2024 of $0.0055; and
A 40% premium to the 30-day volume weighted average price (VWAP) of $0.0074 per Greenstone share for the period up to 9 February 2024.
Horizon shareholders will own 63.1% of the merged entity while Greenstone shareholders will own the remaining 36.9%.