Xanadu Mines Ltd focused on strategic funding options for the Kharmagtai Copper and Gold Project, leading to an off-market takeover bid by Bastion Mining Pty Ltd. Bastion acquired over 90% of Xanadu shares, issuing a Notice of Compulsory Acquisition for remaining shares. The Offer provided a 57% premium to Xanadu’s closing price on May 16, 2025.
Xanadu entered into an exclusivity period with Zijin Mining Group but did not finalize a control transaction. The Board recommended Bastion’s off-market takeover bid of A$0.08 per share, representing a 57% premium to Xanadu’s closing price and a 52% premium to the 90-day VWAP. Bastion acquired a relevant interest exceeding 90% of Xanadu shares and issued a Notice of Compulsory Acquisition.
Bastion published a Notice of Compulsory Acquisition after acquiring over 90% of Xanadu shares. The Offer was extended to close on August 5, 2025. Zijin’s nominee resigned from the Xanadu Board following the sale of Zijin shares into the Offer. Xanadu held A$18.532 million in cash on June 30, 2025.
Xanadu entered into an exclusivity arrangement with Zijin to discuss potential corporate transactions but failed to finalize a control transaction. The Company recommenced discussions with other interested parties after withdrawing the 25% Put Option. Xanadu then entered into a Bid Implementation Agreement with Bastion for an off-market takeover bid.
Bastion, representing a consortium of Boroo Pte Ltd and Xanadu Director Ganbayar Lkhagvasuren, made a significant offer of A$160 million for Xanadu Mines. The Offer provided a substantial premium to historic market prices for Xanadu shares. Xanadu’s Takeover Board Committee recommended that shareholders accept the Offer, citing the removal of associated risks. The Pre-Feasibility Study (PFS) confirmed Kharmagtai’s potential as a significant future copper-gold mine. Bastion’s Bidder’s Statement hinted at delisting Xanadu from exchanges, aiming to acquire all shares. Bastion’s extended Offer closes August 5, with a recommended acceptance by Xanadu Shareholders. Bastion now holds over 90% of Xanadu shares, initiating Compulsory Acquisition.
Xanadu’s projects remained in operational care & maintenance status during the quarter. Technical discussions for Kharmagtai’s Bankable Feasibility Study continued, with no exploration activities undertaken. Financially, Xanadu had over 2.2 billion fully paid ordinary shares on issue and approximately A$18.5 million in cash. Bastion subscribed for 286,829,633 Xanadu shares at A$0.06 per share to assist with funding obligations.
An Extraordinary General Meeting (EGM) was scheduled to vote on the exercise of a put option and ratify prior share issues, but was withdrawn due to exclusivity arrangements with Zijin. The Annual General Meeting (AGM) held on 22 May 2025 saw all resolutions approved by shareholders. Another EGM was scheduled for 4 June 2025 to vote on the put option after Zijin’s exclusivity period. Xanadu Mines withdrew its resolution and canceled the EGM after completing an equity placement to Bastion and starting the off-market takeover bid period. Director Shaoyang Shen resigned from the Xanadu board after Zijin sold shares into the offer. Xanadu’s June 2025 Quarterly Activities Report does not include JORC Code, 2012 information.
Xanadu Mines is an ASX and TSX listed company focused on exploration projects in Mongolia, offering investors exposure to large-scale copper-gold discoveries. The company controls the significant copper-gold deposit at the Kharmagtai project. Mineral Resource Estimates and Ore Reserves for Kharmagtai were updated in September 2024.
Xanadu held licenses for Sant Tolgoi, Red Mountain, and Kharmagtai during the June 2025 Quarter. No new farm-in or farm-out agreements were made. The company reported no mine production or development activities during the quarter. Payments to related parties totaled approx. $844,173 in the same quarter.
The copper equivalent (eCu, CuEq) calculation used in Xanadu’s projects involves determining the total metal value for each metal, applying conversion factors, and expressing the sum in equivalent copper percentage. Copper equivalent values were calculated based on specific parameters, including copper and gold prices, recovery rates, and factor conversions.
Forward-looking statements in Xanadu’s Announcement may include information on the company’s financial or operating performance, mineral reserves and resources, production targets, costs, and market conditions. These statements are based on assumptions and estimates related to future technical, economic, and social conditions. Xanadu Mines Ltd released its quarterly cash flow report, showing a net cash outflow from operating activities of $2,321, with a net cash inflow from financing activities of $17,192. The entity had cash and cash equivalents of $18,532 at the end of the quarter, providing an estimated 7.90 quarters of funding available.
Investors are cautioned that forward-looking statements made by Xanadu Mines are subject to significant uncertainties and risks, with no guarantee of future performance. The entity disclaims any intent to update or revise such statements beyond legal requirements. For more information, visit Xanadu Mines’ website.
Xanadu Mines’ consolidated statement of cash flows for the quarter ended June 30, 2025, details payments for operating activities, investments, and financing. The entity had $18,532 in cash and cash equivalents at the end of the quarter, with total financing facilities of $219. The report provides a comprehensive overview of Xanadu Mines’ financial activities. Xanadu Mining has released a compliance statement on July 29, 2025, prepared in accordance with accounting standards. It provides a true and fair view of the entity’s activities and cash position over the past quarter, encouraging additional disclosures beyond the minimum required under Listing Rules.
Several ASX/TSX announcements have been made regarding Xanadu Mining, including a compulsory acquisition notice, exclusivity arrangements with Zijin, a cash offer of A$0.08 per share, withdrawal of put options, and a takeover offer declared unconditional. Non-executive director resignation and extension of offer period were also announced. The company is earning into a 51% equity in the Sant Tolgoi project and controls Khuiten Metals, which holds 76.5% of the Kharmagtai mining lease.
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