Zenith Minerals board reaffirms support For Forrestania takeover offer

• Board continues to support proposed takeover
• Backing recommended $93.5 million off-market scrip offer
• Proposed combination represents a significant milestone for Zenith

The board of Zenith Minerals (ASX: ZNC) has again gone in to bat for Forrestania Resources’ (ASX:FRS) off-market scrip takeover offer.

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Zenith Minerals has released a binding implementation deed backing the recommended $93.5 million off-market scrip takeover offer.

Under the terms, Zenith shareholders will receive one new Forrestania share for every 4.3 Zenith shares held. The implied value of $0.132 per Zenith share is based on Forrestania’s 10-day volume weighted average price to June 5, 2026.

“The proposed combination with Forrestania represents a significant milestone for Zenith and follows a period of transformational growth across our portfolio, particularly at the consolidated Dulcie gold project,” Zenith Minerals MD, Andrew Smith, said.

“Over the past two years, Zenith has successfully consolidated the broader Dulcie corridor and defined a JORC (2012) inferred mineral resource of 675,000 ounces of gold across a 6 kilometre mineralised trend within the Forrestania Belt.”

Zenith’s board has unanimously recommended shareholders accept the offer in the absence of a superior proposal, with directors holding or controlling around 4.5% of issued shares also intending to accept on the same basis.

“The board believes the combination with Forrestania provides Zenith shareholders with exposure to a larger and more diversified gold company, with enhanced funding capacity, technical capability and a regional operating platform,” Mr Smith said.

The release of Zenith’s supplementary target’s statement follows Forrestania’s recent announcements regarding the acquisition of the Edna May Gold Hub and the associated $310 million capital raising.

The Zenith board told shareholders it has reviewed those developments and considered that they further strengthen the strategic rationale for the combination with Forrestania and reinforce its unanimous recommendation that Zenith shareholders accpept the takeover offer, in the absence of a superior proposal.

“Importantly, these developments do not affect the takeover offer consideration. The exchange ratio remains unchanged at one New Forrestania Share for every 4.3 Zenith Shares.

“The company, considers that the successful completion of the placement substantially strengthens Forrestania’s balance sheet, provides additional working capital and financial flexibility, and enhances its capacity to fund the acquisition of the Edna May Gold Hub and the future development of the combined group’s assets.”

As the takeover offer is an off-market takeover bid, there is no shareholder vote.

Each Zenith director has accepted, or is in the process of procuring acceptance of, the takeover offer in respect of all Zenith Shares under his or her control or beneficial ownership.

The Zenith directors hold a relevant interest in approximately 4.51% of the Zenith shares and approximately 8.2% of Zenith shares on issue as at the last practicable date.

ZNC is steady at 9.1c with a Mkt cap of $54.60M ahead of market opening.

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