White Rock Minerals Ltd (ASX:WRM) signed a binding Merger Implementation Deed to acquire AuStar Gold Limited (ASX:AUL) for AUD 24.5 million on February 3, 2021. As per terms of transaction, AuStar Gold shareholders will receive 0.78 White Rock shares for every AuStar Gold share held. Post completion, White Rock Minerals Ltd will merged with AuStar Gold Limited. The merged group, which will retain the name 'White Rock Minerals Ltd'. In case of termination, the defaulting party will pay the other a break fee of AUD 0.2 million which represent less than 1% of equity value. As on April 30, 2021, White Rock and AuStar Gold have entered into an Amended and Restated Merger Implementation Deed for the purpose of including a mechanism for dealing with the AuStar Gold Listed Options on issue. The Revised MID also reflects the recent capital raisings by both companies and retains the consideration of 0.78 White Rock shares for every AuStar Gold share. Under the Revised MID, an Option Scheme of Arrangement will be proposed to the holders of AuStar listed options, under which, if implemented, AuStar Gold listed option holders will receive 1 new White Rock listed option for every AuStar Gold listed option held, exercisable at AUD 0.77 each and subject to the same expiry date and conditions as the AuStar Gold listed options. It is a condition of the Revised MID that AuStar Gold takes all necessary steps to ensure that, prior to the Record Date of the Schemes, all these AuStar unlisted options and Performance Rights are either exercised, lapse or are cancelled.

Transaction is subject to regulatory approval listing of new shares. due diligence, AuStar Gold shareholder approval, Court approval being obtained, there being no "AuStar Gold Material Adverse Change", "AuStar Gold Regulated Event", "White Rock Material Adverse Change" or "White Rock Prescribed Occurrence, all unquoted options and performance rights issued by AuStar Gold are exercised and other conditions customary for a transaction of this nature. AuStar Gold shareholders will then be able to vote on the Scheme at a Court-convened shareholder meeting, which is expected to be held in mid-May 2021. The AuStar Gold Board unanimously recommends that AuStar Gold securityholders vote in favour of the Schemes, in the absence of a superior proposal and subject to an independent expert's report concluding that the Schemes are in the best interests of AuStar Gold shareholders and listed option holder. AuStar Gold shareholders will then be able to vote on the Schemes at Court-convened scheme meetings, which are expected to be held in mid-July 2021. Subject to approval being obtained and the other conditions of the scheme being satisfied, the Schemes are expected to be implemented in late July 2021AuStar Gold shareholders will then be able to vote on the Schemes at Court-convened scheme meetings, which are expected to be held in mid-July 2021. Subject to approval being obtained and the other conditions of the scheme being satisfied, the Schemes are expected to be implemented in late July 2021. As on July 30, 2021, transaction is approved by AuStar. The Schemes remain subject to the approval of the Federal Court of Australia and to certain other conditions. As on August 11, 2021, transaction is approved by the Federal Court of Australia. Transaction is expected to close on August 23, 2021.

Baker & McKenzie acted as financial advisor to White Rock Minerals Ltd. Ron Smooker of Maddocks acted as legal advisor to Austar. Glyn Yates and Andrew Clifford of RSM Corporate Australia Pty acted as Independent expert for AuStar.