This announcement is made to ensure LCL’s shareholders and the market are appropriately informed.
On February 11, 2025 Visby Management LLC (“Visby”), an international mine operator with operations in Colombia, made two binding offers to Los Cerros Limited (ASX:LCL) (“LCL”) for the purchase of LCL’s Andes and Quinchia Colombia assets. Visby encouraged shareholders of LCL to vote against a previous inferior offer from Tiger Gold Corporation (“TGC”) that had been accepted by LCL’s board. At the February 17, 2025 shareholder meeting of LCL, the TGC offer was rejected by shareholders with 84% of votes against.
Following the shareholder meeting of LCL of February 17, 2025, Visby sought to engage the LCL board of directors regarding the offers it had presented. Visby communicated to the board of LCL its willingness to close on any such offers. The LCL board refused to discuss with Visby or receive alternative offers for its Colombian assets and the decision by the LCL board to ignore a value-enhancing proposal deprived LCL shareholders of the opportunity to assess the merits of such transaction.
On April 17, 2025, LCL announced a new “binding option” with TGC nearly copying Visby’s previous offer in terms of cash payments. However, TGC’s option still was (and is) just an option to be exercised in time and which can be terminated by Tiger at any time before final exercise, while Visby’s offer is for a straight sale, thus guaranteeing full payment of all cash consideration not subject to future events. Also, TGC’s offered less up-front cash. LCL’s release in April 17, 2025 stated that although TGC’s option is not subject to shareholder approval , the TGC option would be put up for LCL shareholder approval under ASX Listing Rule 11.4 in its upcoming AGM. LCL’s release in April 17, 2025 also stated that TGC could exercise the TGC option and that it plans to “stay private” even without approval by LCL’s shareholders and by making staged cash payments.
On April 30, 2025, Visby engaged again with LCL board of directors with another superior purchase (not option) offer of AUD$12.5m cash payment + 1% NSR. The LCL board of directors responded to Visby that they had a binding agreement with TGC and could not entertain Visby’s offer, also refusing to disclose this superior purchase offer to LCL shareholders.
Even as LCL’s management contended that they had a binding option with TGC and that it could not entertain Visby’s offer, on May 7, 2025, LCL announced that TGC had improved its option terms to AUD$14m with only AUD$1m upfront and the next payment in 8 months and contingent on Tiger’s continued interest in the assets. LCL also announced that TGC had agreed to remove the “stay private” option from its option agreement. Immediately, on May 7, 2025, Visby once again bested TGC, making a superior offer to LCL’s board, increasing its purchase price to AUD$15m with an upfront payment of AUD$7.5m + AUD$7.5m on first gold pour + 1% NSR.
With its latest offer, TGC was effectively trying to match Visby’s latest offer to LCL’s board. However, such improved terms only secured a $1 million AUD option on the properties with no further commitment to LCL and a next option payment to be made only after 8 months and remaining contingent, since such improved terms are still just an option and not a straight purchase, as offered by Visby.
Seeing that LCL’s board has recommended the approval by its shareholders of the latest TGC’s option terms in its release on May 7, 2025; that LCL’s board has refused to consider Visby’s superior offer; and that acceptance of any offer for LCL’s Colombian assets are subject to approval from shareholders, Visby is making the following binding offer to the LCL board and shareholders:
• A straight purchase of the Colombian assets (not just an option);
• $7.5 million AUD (proof of funds available) at closing of the transaction (as soon as practical after shareholder approval)
• $7.5 million AUD on first gold pour
• 1% NSR
Unlike the latest TGC offer, Visby’s offer is for straight purchase of LCL’s Colombian assets; Visby has the necessary funds on hand and is willing to make a full $7.5 million AUD cash payment upon shareholder approval and pays AUD$2.5m more than TGC on the first gold pour. Furthermore, Visby has a track record of developing mining assets in Colombia, which provides increased comfort to LCL about reaching production sooner.
Visby encourages shareholders to vote against the TGC offer and to instruct management and board of LCL to engage with Visby on completing the sale of its Colombian assets as soon as possible on the terms of Visby’s offer above, with closing only subject to approval by LCL’s shareholders.
