Inca Minerals Advances Through Stunalara Compulsory Acquisition Process

Inca Minerals Reaches Major Milestone with Over 90% Stunalara Takeover Acceptances

Takeover Success Paves Way for Compulsory Acquisition

In a significant development for the mining sector, Inca Minerals Limited (ASX: ICG) has announced it has secured acceptances representing 92.41% of Stunalara Metals Limited's shares, crossing the critical 90% threshold that allows for compulsory acquisition of the remaining shares. This development comes as investors continue to seek strategies for navigating mining investments in an increasingly complex market.

The company revealed it has received acceptances totaling 42,988,980 Stunalara shares, giving it overwhelming control of the target company. Following this success, Inca has confirmed it will move forward with compulsory acquisition of all remaining Stunalara shares under powers granted by the Corporations Act.

Investors should note that the takeover offer will officially close at 5pm (AWST) on Friday, April 4, 2025, and will not be extended beyond this date.

Understanding Compulsory Acquisition: What Investors Need to Know

Compulsory acquisition represents the final stage of a successful takeover bid. Once a bidding company acquires more than 90% of the target company's shares, Australian corporate law allows the bidder to forcibly purchase the remaining shares at the offer price, regardless of whether the remaining shareholders wish to sell.

This mechanism ensures that takeovers can reach completion even when some minority shareholders hold out. For Stunalara shareholders who haven't yet accepted the offer, this development means their shares will be acquired at the bid price regardless of their participation in the voluntary offer period.

The Legal Framework Behind Compulsory Acquisition

The compulsory acquisition power is established under Part 6A.1 of the Corporations Act 2001 (Cth). This provision was designed to facilitate efficient corporate takeovers by providing a clear mechanism to complete acquisitions when overwhelming shareholder support has been achieved.

To exercise compulsory acquisition rights, a bidder must:

1. Acquire at least 90% of the target company's securities
2. Hold at least 90% of the voting power in the target company
3. Send formal notices to remaining shareholders and the Australian Securities and Investments Commission (ASIC)
4. Provide fair compensation to the remaining shareholders

The Inca Minerals compulsory acquisition of Stunalara will follow this established legal framework, providing certainty to all parties involved in the transaction. Similar compulsory acquisition insights from other jurisdictions demonstrate the importance of understanding these processes for mining investors.

Benefits of Compulsory Acquisition

For Inca Minerals, compulsory acquisition of Stunalara delivers several strategic advantages:

• Complete control: Eliminates any potential conflicts with minority shareholders
• Streamlined integration: Allows for faster and more comprehensive integration of operations
• Simplified corporate structure: Reduces administrative complexity and costs
• Taxation benefits: May offer more efficient tax structuring options
• Enhanced decision-making: Enables quicker and more decisive corporate actions

For the market, compulsory acquisition provides clarity and certainty about the company's future ownership structure, eliminating uncertainty that might otherwise affect valuation.

Timeline and Next Steps

The takeover bid has progressed according to a clear timeline:

Inca will issue a notice regarding the status of conditions in accordance with the Corporations Act on March 28, 2025. Following the offer's closure, the company will initiate the compulsory acquisition process for the remaining shares.

The Compulsory Acquisition Process

After the offer closes, the Inca Minerals compulsory acquisition of Stunalara will proceed through several structured steps:

1. Formal notification: Inca will send compulsory acquisition notices to all remaining Stunalara shareholders
2. Lodgment with ASIC: Copies of these notices will be filed with the regulator
3. Objection period: Shareholders will have a period to lodge objections, although this cannot prevent the acquisition itself
4. Payment processing: Consideration for the shares will be transferred to an account managed by ASIC
5. Share transfer: Ownership of remaining shares will officially transfer to Inca
6. Final payment: Shareholders who accept during this phase receive their payment

This standardised process ensures all parties are treated fairly while allowing the transaction to reach its conclusion.

Strategic Implications for Inca Minerals

This successful takeover marks a pivotal moment in Inca's corporate strategy. By acquiring Stunalara Metals, Inca gains complete control over Stunalara's mineral assets, exploration projects, and intellectual property. Complete ownership streamlines decision-making, eliminates minority shareholder considerations, and enables full integration of operations.

The acquisition strengthens Inca's position in the mining sector, potentially expanding its portfolio, resource base, and exploration capabilities. With the takeover nearly complete, investors can expect Inca to provide details on integration plans and how Stunalara's assets will enhance Inca's overall business strategy, potentially building upon Inca Minerals' high-grade gold and antimony potential in Queensland.

Market Position Enhancement

The Inca Minerals compulsory acquisition of Stunalara represents more than a simple corporate transaction. It signals a strategic repositioning that may deliver several commercial advantages:

• Resource portfolio diversification: Addition of Stunalara's mineral holdings creates a more balanced asset mix
• Operational synergies: Potential for cost savings through combined operations
• Enhanced capital raising capacity: Stronger balance sheet may improve financing terms
• Expanded exploration footprint: Greater geographical reach for future discoveries
• Technical expertise acquisition: Integration of Stunalara's geological and engineering talent

These factors collectively strengthen Inca's competitive position and may contribute to improved shareholder returns over time, aligning with broader investment strategies for sustainable growth in mining.

Why Investors Should Follow Inca Minerals

This successful takeover demonstrates Inca's ability to execute significant corporate transactions and suggests confidence in the value of Stunalara's assets. For investors considering Inca Minerals, this development indicates:

• Expanded asset base: Incorporation of Stunalara's mineral holdings into Inca's portfolio
• Clear strategic direction: Demonstrated willingness to pursue growth through acquisition
• Execution capability: Successful navigation of a complex takeover process
• Decisive leadership: Quick move to compulsory acquisition once the threshold was reached

Potential Value Creation Mechanisms

The acquisition creates several potential pathways for Inca to generate additional shareholder value:

1. Cost synergies: Elimination of duplicate administrative and corporate functions
2. Operational efficiencies: Optimised exploration and development programmes
3. Enhanced negotiating power: Stronger position when dealing with service providers and partners
4. Accelerated development timeline: Potential to fast-track promising projects
5. Improved market visibility: Larger company may attract greater analyst coverage and institutional interest

Each of these factors contributes to the strategic rationale behind the Inca Minerals compulsory acquisition of Stunalara and provides a foundation for potential future growth. Furthermore, the company's commitment to understanding the JORC Code for informed mining investments demonstrates their adherence to industry reporting standards.

Key Takeaway:
Inca Minerals has successfully secured over 92% acceptance in its takeover of Stunalara Metals, triggering compulsory acquisition powers. With the April 4th offer closure approaching, this milestone represents a transformative moment for Inca as it prepares to fully integrate Stunalara's assets and operations, potentially creating significant value for shareholders.

Investors wishing to learn more can contact Trevor Benson, Chief Executive Officer, at (08) 6263 4738 or via email at Info@incaminerals.com.au. Alternatively, Peter Taylor at NWR Communications can be reached at 0412 036 231 or Peter@nwrcommunications.com.au.

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