Minotaur Exploration : Target's Statement

MEP.AX

For personal use only

ASX ANNOUNCEMENT

By e-lodgement

3 December 2021

Target's Statement - Andromeda Offer

Minotaur Exploration Limited (ACN 108 483 601) (ASX:MEP) (Minotaur) has today lodged its Target's Statement with the Australian Securities and Investments Commission and the Australian Securities Exchange in response to the off-market takeover offer (the Offer) from Andromeda Metals Limited (ACN 061 503 375) (Andromeda) to acquire all the ordinary shares in Minotaur.

A copy of the Target's Statement is attached to this announcement.

The Target's Statement has also been given to Andromeda today and will be dispatched to Minotaur Shareholders in due course.

The Bidder's Statement for the Offer was released to the ASX on 3 December 2021. Andromeda has indicated that it intends to complete dispatch of the Bidder's Statement to Minotaur Shareholders so that the Offer will open 8 December 2021.

The Board of Minotaur unanimously recommends that all Minotaur shareholders ACCEPT the Offer in the absence of a superior proposal.

Each director of Minotaur has indicated that they intend to ACCEPT the Offer within 5 business days of the Offer opening in the absence of a superior proposal.

In considering the Board of Minotaur's recommendation, Minotaur shareholders should review the comprehensive information provided in the Bidder's Statement and in the Target's Statement lodged today.

All company announcements and information on the Offer are available on the Minotaur website at www.minotaurexploration.com.au. Shareholders can also receive further information on the Offer by calling the Company Secretary on +61 8 8132 3400 at any time between 8:30am and 5pm (AEDT) on Monday to Friday.

This announcement has been authorised for release by the Board of Minotaur Exploration Limited.

-ENDS-

For personal use only

TARGET'S STATEMENT

prepared by

Minotaur Exploration Limited

ACN 108 483 601

in relation to the off-market takeover bid by

Andromeda Metals Limited

ACN 061 503 375

to acquire all of your ordinary fully paid shares in Minotaur.

The Directors of Minotaur unanimously recommend, in the absence of a Superior Proposal, that you

ACCEPT

the Offer from Andromeda.

The Offer of 1.15 Andromeda Shares for each of your Minotaur Shares.

This is an important document and requires your immediate attention. If you do not understand it or are in doubt as to how to act, you should consult your legal, financial or other professional adviser immediately. If you have recently sold all your Minotaur Shares, please disregard this document.

Minotaur Shareholders who require assistance may call the Company Secretary on +61 8 8132 3400 at any time between 8:30am and 5:00pm (AEDT) on Monday to Friday.

Financial Adviser

Legal Adviser

For personal use only

IMPORTANT NOTICES

Nature of this document

this internet site are inactive textual

This

Target's

Statement

is

dated

references and are for your information

only.

3 December

2021 and

is

given

by

Forward looking statements

Minotaur Exploration Limited (Minotaur)

under

Part

6.5

Division

3

of

the

This Target's Statement contains various

Corporations

Act

in

response

to

the

forward looking statements. Statements

Bidder's

Statement

by

Andromeda

other than statements of historical fact

Metals

Limited

(Andromeda)

dated

may

be

forward

looking statements.

3 December 2021.

Minotaur believes that it has reasonable

ASIC and ASX disclaimer

grounds for making all statements

A copy

of

this Target's Statement

has

relating to future matters attributed to it in

this

Target's

Statement.

Minotaur

been lodged with ASIC and ASX. Neither

Shareholders

should

note

that

such

the

ASIC

or

ASX,

nor

any

of

their

statements are subject to inherent risks

respective

officers,

takes

any

and uncertainties in that they may be

responsibility

for

the

contents

of

this

affected

by

a variety of known

and

Target's Statement.

unknown risks, variables and other

No account of personal circumstances

factors, many of which are beyond the

This

Target's Statement should

not be

control of Minotaur. Shareholders should

note

that

any

reference

to

past

taken as personal financial, investment or

performance is not intended to be, nor

tax

advice

as

each

Shareholder's

should it be relied upon as, a guide to any

deliberations and decision will depend

future

performance.

Actual results,

upon

their

own financial

situation,

tax

values,

performance

or achievements

position,

investment

objectives

and

may differ materially from results, values,

particular needs.

performance or achievements expressed

Your Minotaur Directors encourage you

or implied in any forward looking

to read this Target's Statement in its

statement. None of Minotaur, its officers

entirety and obtain independent advice

nor any person named in this Target's

from your investment, financial, tax or

Statement with their consent or any

other professional adviser before making

person involved in the preparation of this

a decision whether or not to accept the

Target's

Statement

makes

any

Offer.

representation or warranty (express or

Defined terms

implied) as to the accuracy or likelihood

of fulfilment of any forward looking

Capitalised terms used in this Target's

statement, or any results, values,

Statement are defined in section 12 of this

performance or achievements expressed

Target's Statement.

or implied in any forward looking

Further information

statement, except to the extent required

Minotaur

Shareholders

who

require

by law. Shareholders should not place

undue reliance on any such statement.

assistance may call the Company

The forward looking statements in this

Secretary on +61 8 8132 3400 at any time

Target's Statement only reflect views held

between 8:30am and 5:00pm (AEDT) on

as at the date of this Target's Statement.

Monday to Friday.

Any forward looking statement in this

Further information relating to the Offer

Target's Statement is qualified by this

can be obtained from Minotaur's website

cautionary statement.

at

www.minotaurexploration.com.au.

Information on Andromeda

Information contained in, or otherwise

All of the information concerning

accessible through, this internet site is not

a part of this Target's Statement.

All

Andromeda contained in this Target's

references in this Target's Statement to

Statement has been obtained from

publicly

available

sources

including

1

For personal use only

public documents filed by Andromeda and the Bidder's Statement. None of the information in this Target's Statement relating to Andromeda has been verified by Minotaur or its Directors for the purposes of this Target's Statement. Accordingly, to the extent permitted by law, Minotaur makes no representation or warranty (either express or implied) as to the accuracy or completeness of this

information. The information on Andromeda in this Target's Statement

should not be considered comprehensive.

Foreign jurisdictions

The release, publication or distribution of this Target's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable

laws or regulations. This Target's Statement has been prepared in accordance with Australian law, and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with the laws and regulations outside Australia.

Charts and diagrams

Any diagrams, charts, graphs, maps and tables appearing in this Target's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs, maps and tables is based on information available at the date of this Target's Statement.

Privacy

Minotaur has collected your information from the register of Minotaur Shareholders

for the purpose of providing you with this

Target's Statement. The type of information Minotaur has collected about you includes your name, contact details and information on your shareholding (as applicable) in Minotaur. Without this information, Minotaur would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (including the Minotaur Share Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC.

If you would like details of information about you held by Minotaur, please contact the Minotaur Share Registry, Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide South Australia 5000 or on 1300 787 272 (within Australia).

Risk Factors

Shareholders should note that there are a number of risks associated with the Offer and with remaining a Minotaur Shareholder if they reject the Offer.

Please refer to section 8 of this Target's Statement for further information on those risks.

Rounding

A number of figures, amounts,

percentages, prices, estimates, calculations of value and fractions in this Target's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Target's Statement.

2

For personal use only

KEY POINTS OF THE OFFER

KEY DATES

Event

Key Date

Announcement of the Offer

10 November 2021

Date of Bidder's Statement

3 December 2021

Date of this Target's Statement

3 December 2021

Indicative date of despatch of Bidder's Statement

to Minotaur Shareholders, and opening date of

8 December 2021

the Offer

Close of Offer Period (unless extended)

7:00pm (AEDT) on 31 January

2022

2

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Disclaimer

Minotaur Exploration Ltd. published this content on 03 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 07:31:08 UTC.