Ann: Transformational Combination of Ramelius & Spartan, page-2

TRANSFORMATIONAL COMBINATION OF RAMELIUS AND SPARTAN
Vision to be a +500koz/pa producer by FY301
Ramelius Resources Limited (ASX: RMS) (Ramelius) and Spartan Resources Limited (ASX: SPR) (Spartan) are
pleased to announce that they have entered into a binding Transaction Implementation Deed (TID) under which it is
proposed that Ramelius will acquire all of the issued ordinary shares of Spartan that it does not already own by way of:
• a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (Scheme) for A$0.25 in cash and
0.6957 new Ramelius shares for each Spartan share (Consideration); or
• if the Scheme is not successful or terminated in certain circumstances, a conditional off-market takeover offer for
the same Consideration as that under the Scheme (Takeover Offer),
(the Scheme and Takeover Offer together, the Transaction).
Transaction Highlights
• The Consideration of A$0.25 in cash and 0.6957 new Ramelius shares for each Spartan share implies a value of
A$1.78 per Spartan share2 and a fully-diluted equity value for Spartan of ~A$2.4 billion,3 and represents a premium
of:
o 11.3% to Spartan’s last closing price of A$1.60 on 14 March 2025; and
o 27.5% to Spartan’s 30-day volume weighted average price (VWAP) of A$1.40.4
• Spartan shareholders (excluding Ramelius which has an existing 19.9% shareholding in Spartan) to own 39.5% of
pro-forma shares outstanding5 of the enlarged Ramelius (Combined Group) if the Scheme is implemented or
Ramelius acquires full ownership of Spartan under the Takeover Offer.
• The Spartan Board has unanimously recommended that Spartan shareholders support the Transaction by voting
in favour of the Scheme (and accepting the Takeover Offer if the Scheme is not successful or terminated in certain
circumstances), in the absence of a superior proposal and subject to an independent expert concluding (and
continuing to conclude) that the Scheme is in the best interests of Spartan shareholders and that the Takeover
Offer is fair and reasonable.
• Spartan Executive Chairman Simon Lawson to join the Ramelius Board as Non-Executive Deputy Chair, and
Deanna Carpenter to join as a Non-Executive Director, upon successful completion of the Scheme or Takeover
Offer.6
• The Scheme and Takeover Offer are each subject to limited conditions, which are outlined below and detailed in
the TID, a copy of which is attached to this announcement.