The Brian Gilbertson-led Pallinghurst Resources and associated company Red Rock Resources is set to take control of Jupiter Mines, which holds several exploration tenements in Western Australia, following shareholder approval.
At a meeting in Sydney this morning, Jupiter shareholders unanimously passed two resolutions that will see Pallinghurst and Red Rock take a combined 55.5 per cent interest in Jupiter.
Under the two-tiered agreement, a portfolio of Australia iron ore and manganese assets will be vended into Jupiter in exchange for the company's shares.
In stage one, Red Rock will vend its Mt Alfred iron ore project in Western Australia and over 1.5 million Mindax shares into Jupiter for consideration of 23.84 million Jupiter shares.
Pallinghurst will vend an additional 11.6 million Mindax shares plus pay $1 million cash to Jupiter, for a total consideration of 47.34 million Jupiter shares. Pallinghurst would then have the right to proceed with stage two of the deal in the form of an option over the Oakover manganese project.
At the end of stage one, Jupiter will hold a 10.2 per cent interest in Mindax.
Under stage two of the agreement, Jupiter would issue 81 million shares for the purchase of Oakover, subject to Red Rock obtaining unencumbered beneficial title to the tenements within two years.
Of the 81 million shares, 54.1 million would be issued to Red Rock and 26.8 million to Pallinghurst.
At the end of all transactions, Red Rock will hold about 78 million Jupiter shares while Pallinghurst will hold around 74.2 million shares.
Jupiter already holds an iron ore asset base in the Central Yilgarn region while Burswood-based Mindax has a number of iron, copper, gold and uranium prospects in the area.
Pallinghurst has previously said it will spend some $50 million advancing the Yilgarn assets.
Shares in Jupiter were unchanged at 12.5 cents at 15:17 AEDT.
