OFFER BY KINTERRA TO ACQUIRE ALL YOUR NWR SHARES
Kinterra Capital GP Corp. II, in its capacity as general partner of the Kinterra Critical Materials & Infrastructure Opportunities Fund II, LP ("Kinterra"), is offering to acquire all of your fully paid ordinary shares in New World Resources Limited (ACN 108 456 444) (ASX: NWC)(“NWR”) by way of an off-market takeover bid, pursuant to the terms and conditions contained in the bidder’s statement from Kinterra dated 26 June 2025, as replaced, supplemented, amended or varied from time to time, including by the supplementary bidder’s statements dated 30 June 2025, 10 July 2025, 14 July 2025, 17 July 2025 and 24 July 2025 (together, the “Bidder’s Statement”). Capitalised terms have the same meaning as given in the Bidder's Statement, unless otherwise defined.
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The Bidder's Statement is an important document and Kinterra encourages you to read the Bidder's Statement (as supplemented) in full for further details about the Offer.
KEY OFFER DETAILS
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Offer Price: A$0.067 cash per share.
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Record Date: NWR shareholders who held shares as at 8:00am (AEST) on 27 June 2025 (and any subsequent transferees of such shares) are eligible to participate during the Offer Period
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Holders of NWR performance rights or options (“NWR Convertible Securities”) as at the Record Date, who vest or exercise their NWR Convertible Securities and are issued NWR shares during the Offer Period, may also accept the Offer in respect of the resulting NWR shares, provided they do so before close of the Offer Period
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The Offer has become unconditional and NWR shareholders who validly accept the Offer will be paid the Offer Price within 5 Business Days of the date of their acceptance.[1]
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Offer Period: The Offer is currently scheduled to close at 7:00pm (Sydney time) on 10 August 2025, unless extended or withdrawn in accordance with the Corporations Act 2001 (Cth).
WHY ACCEPT KINTERRA'S OFFER
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As announced by NWR to the ASX, the Offer is unanimously recommended by the NWR Board (subject to there being no superior proposal) and all NWR directors have accepted the Offer.[2]
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The Offer is the only takeover offer currently capable of acceptance, following the withdrawal by Central Asia Metals Plc of its competing takeover offer on 22 July 2025.[3]
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The Offer is a compelling, all cash offer at a significant premium to the historical unaffected trading prices of NWR.
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The Offer provides certainty of value and is no longer subject to any defeating conditions.
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Kinterra is currently NWR’s largest shareholder, making any future competing proposal unlikely to be successful.
HOW TO ACCEPT OFFER
Eligible shareholders can accept the Offer by completing and returning the Acceptance Form enclosed with the Bidder’s Statement. Shareholders who hold their NWR shares through a broker or nominee should contact them directly to accept the Offer. ​
[1] If the Offer Price is so increased, all previously accepting NWR shareholders will receive the full benefit of any such increase
[2] Refer to the Fourth Supplementary Bidder's Statement dated 17 July 2025. Acceptances received on or prior to the date of the Fourth Supplementary Bidder's Statement will be paid within 5 Business Days of the date of the Fourth Supplementary Bidder's Statement, being no later than on Thursday, 24 July 2025.
[3] Refer to NWR's ASX announcement of 21 July 2025
If you have any questions
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about how to accept the Offer, please contact Boardroom Pty Limited on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia), Monday to Friday between 8.30am to 5.00pm (Sydney Time);
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about the Offer itself or Kinterra, please contact the Offer Information Line on 1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia).