Unsolicited $225M offer for RML’s US critical minerals project from NASDAQ listed company

Disclosure: S3 Consortium Pty Ltd (the Company) and Associated Entities own 22,736,922 RML Shares and 24,038,460 RML Options at the time of publishing this article. The Company has been engaged by RML to share our commentary on the progress of our Investment in RML over time. This information is general in nature about a speculative investment and does not constitute personal advice. It does not consider your objectives, financial situation, or needs.

A $225M offer from a NASDAQ listed company...

Our US critical metals Investment, the $95M capped (at 7.6c/share) Resolution Minerals (ASX:RML), says that on Saturday it received an UNSOLICITED non-binding bid for its gold-antimony-tungsten project.

(Source - Today’s RML announcement)

(‘unsolicited’ means the company approached RML, and RML was not looking or seeking to be acquired.)

RML was capped at ~A$95M (undiluted) prior to the company coming out of a trading halt in relation to this offer this morning.

RML’s next door neighbour is Perpetua Resources, capped at ~A$2.8BN.

The indicative non-binding offer of A$225M to RML is split between cash and shares in NASDAQ listed Snow Lake Resources, with the cash to shares ratio to be agreed at a later date.

IF the deal progresses as it stands today, the $225M would imply a share price somewhere between 14 and 15c per share (on a fully diluted basis) for RML’s US asset.

With Snow Lake capped at ~$A50M, if this deal goes ahead, it would be a fast way for RML’s US critical metals assets to be quickly accessible to large US investors via the NASDAQ (sort of like a reverse take over).

Just as the US critical metals theme emerges in the US.

RML was trading at 7.6c per share prior to coming out of the trading halt this morning.

(but the news was met with a fair bit of selling as we were writing this note - RML has had a good run over recent weeks. Maybe some holders don’t want a “NASDAQ listed only” holding and are happy to take profit here? Who knows?)

Of course being non-binding, there is no guarantee a transaction proceeds.

Snow Lake requested a period of “exclusivity to conduct due diligence and finalise negotiations with RML on the terms of the Offer”.

This means we will probably know a lot more on the details of any deal (and whether or not RML’s board recommends it to shareholders) within the coming weeks...

Noting though, that today’s announcement does not give any details about the duration of this exclusivity period.

Snow Lake already holds a 5.17% stake in RML.

They bought that position with cold, hard cash (~$730K in on market buying). (Source)

This potential deal with Snow Lake would effectively bring RML’s asset onto the NASDAQ quicker than a dual listing process of RML shares.

And RML’s US critical metals asset would be listed on the NASDAQ, giving access to US Investors.

Speaking of a NASDAQ dual listing, we saw in the announcement that RML has switched its NASDAQ listing advisor to Roth Capital, who was involved in the most recent US$425M capital raise for RML’s next door neighbor Perpetua Resources. (source)

(Source)

We were very interested to see RML appoint the Trump Brothers’ backed Dominari Securities and had been looking forward to watching that story play out - but now it looks like RML has switched to Roth Capital that co-managed the last Perpetua capital raise.)

We said in our last RML note that there would likely be a big crowd of investors that have made money on Perpetua now looking for “Perpetua 2.0...”

Roth, having just helped close out that successful US$425M raise for Perpetua will likely know how to find those people and introduce them to RML.

(Roth’s also been involved in successfully shepherding other ASX names over to the NASDAQ, such as Lake Resources and Piedmont Lithium during the lithium bull market run a few years back).

RML also has an OTC listing in the works which should be live any day now (source).

So RML now has a non-binding takeover over offer in play to get onto the NASDAQ, a separate NASDAQ dual listing process in the works and a US OTC listing to reach US investors ahead of its upcoming drill program...

Resolution Minerals
ASX:RML

How did RML get here? And so quickly

An unsolicited take over offer for RML by a NASDAQ listed company at around double its market cap might have to have something to do with how much the momentum has picked up for US critical minerals in the last ~45 days.

(we write about why we think the US critical metals theme is just getting started and where the next wave of capital into the sector will come from in our Saturday note - here)

RML announced the proposed acquisition of its US project on the 11th of June, which is when we first Invested in the company.

Since then (only around 2 months ago), the macro thematic strength for US critical minerals has changed a lot...

(RML’s own acquisition of the asset was only completed a few days ago.)

The lead up to the RML’s unsolicited takeover offer

Here is a timeline of events since RML first proposed to acquire the asset, and we first Invested in the company, but BEFORE RML received an unsolicited indicative non binding take over offer:

• JUNE 18th: NEWS: Battery makers say antimony ban is starting to bite and antimony prices hit all time highs at US$60,400/tonne (Source: Reuters)
• JUNE 20th: Tungsten prices close at record highs (Source)
• JULY 4th: President Trump’s Big Beautiful Bill passes, allocating US$7.5BN to "Enhancement of Department of Defense Resources for Munitions and Defense Supply Chain Resiliency", US$1BN for the "identification, leasing, development, production, processing, transportation, transmission, refining, and generation" of critical minerals projects and US$1BN for the Defense Production Act (Source)
• JULY 10th: The Pentagon makes a direct US$400M investment into US critical minerals producer MP Materials. (Source)
• JULY 15th: Tech giant Apple cuts a US$500M offtake deal with MP Materials. (Source)
• JULY 16th: US Department Of Defence officials say that the Pentagon will keep investing in US critical minerals projects. (Source)
• AUGUST 1st: Trump administration says “we want Operation Warp Speed levels of urgency to develop US critical metals” (Source)

That is one of the most rapid escalations in a macro thematic we have seen...

Remember RML picked up its project before all of this happened...

... next door to “US antimony champion” the $2.9BN Perpetua Resources

Perpetua has received almost US$1.9BN in government funding to bring online what will become USA’s only antimony mine.

Antimony is a critical military metal used for various defence applications like missiles, tanks and ammunition.

Once up and running, Perpetua’s mine is forecast to produce ~30% of US supply.

(It will also be one of the largest open pit gold mines in the country)

RML’s ground is next door and RML is working on a similar geological theory that generated Perpetua’s discovery:

The situation at Perpetua has changed a lot since RML first announced the acquisition of its project next door too.

On the 16th of June (five days after RML’s acquisition was announced) Perpetua raised US$425M (which was upsized from an initial US$400M).

The raise was fully underwritten and attracted a US$100M investment from billionaire investor John Paulson's hedge fund. (Source)

And two weeks ago, Perpetua raised another US$49M from investors who converted options early.

Perpetua’s market cap also briefly hit A$3BN (it was ~$1.9BN when RML first announced its deal).

It looks to us like the North Americans can see how big Perpetua’s project will be and they must be betting on Perpetua’s market cap increasing as the project is developed and closer to first production.

(that’s no guarantee to eventuate of course, things can and do go wrong in resource development)

The unsolicited offer from NASDAQ Listed Snow Lake Resources to buy RML’s asset for $A225M (cash and stock mix) could be a way to take control of RML’s ground in anticipation of that...

Speaking of Perpetua...

RML is now working with the advisors behind Perpetua’s US$425M capital raise

RML is now going with Roth Capital Partners to run the NASDAQ listing process.

(Source)

Interestingly, Roth was behind the recent capital raises done by Perpetua Resources.

(Source)

We said in our last RML note that there would likely be a big crowd of investors that have made money on Perpetua now looking for “Perpetua 2.0...”

Roth, having helped just close out that US$425M raise for Perpetua will likely know how to find those people and introduce them to RML.

See our previous note on this here: RML is trying to become “Perpetua 2.0”

Roth investors have had success with ASX companies before

Roth has a pretty good track record of getting investors into an emerging thematic early.

Roth was behind capital raises for Lake Resources and Piedmont Lithium during the lithium bull market of 2020-2022.

Roth sole led Lake’s A$20.6M raise in January 2021.

Interestingly, Lake’s then Managing Director Steve Promnitz is now one of RML’s strategic advisors.

That Lake Resources raise was at 16.5c and was the first big capital raise Lake did before the run up to over $2.50 per share - Lake at its peak was capped at >A$3BN.

The past performance is not and should not be taken as an indication of future performance. Caution should be exercised in assessing past performance. This product, like all other financial products, is subject to market forces and unpredictable events that may adversely affect future performance.

Roth also helped another ASX lithium favourite Piedmont Lithium with its first push into the US.

It was appointed as an advisor on a capital raise for Piedmont in June 2020 - before the big run up to a share price above A$1.10 per share...

The past performance is not and should not be taken as an indication of future performance. Caution should be exercised in assessing past performance. This product, like all other financial products, is subject to market forces and unpredictable events that may adversely affect future performance.

Then Roth helped Piedmont raise over US$50M in Oct 2020 and over US$130.8M in March 2022...

Here is that raise from October 2020:

(Source)

And here is that raise from March 2022:

(Source)

The reason we think all of this matters is that Roth would clearly have a group of North American investors who have done well out of a big macro thematic playing out in the mining space and via originally ASX companies.

And maybe some of those that made money in the lithium bull run will be receptive to an opportunity like RML which was one of the first moving small cap ASX stocks into the US critical metals space...

Our view on the indicative non-binding offer

To see a takeover offer, pre drilling and so soon after acquiring the asset is surprising...

(a positive surprise as shareholders in RML)

But as we mentioned earlier in today’s note, the momentum behind US critical minerals assets has changed a lot in the last 45 days.

So it's a little hard to say with any conviction whether or not RML would be giving up this asset too soon...

OR taking a deal at a price that seems pretty good considering the stage of its project (pre-drilling and pre-resource).

The deal value definitely warrants strong consideration, however this could also be the first leg up in US Critical Minerals companies before a lithium style 2020-2022 bull-run...

And in this analogy RML might “sell the project” before all of the price runs of the 2021-2022 years.

...or of course if the US critical metals theme wanes and it will have been a good transaction at a good time.

Noting though that any mix between Snow Lake shares (exposure to the upside and downside) and cash to RML is still unclear.

(Hindsight would be amazing on this one... like most investments...)

As for the acquirer - Snow Lake Resources.

Snow Lake already holds a 5.17% stake in RML.

They bought that position with cold, hard cash (~$730K in on market buying). (Source)

Snow Lake are capped at ~A$50M as of overnight trading in the US... so this essentially looks like a “reverse take-over” to quickly get the RML assets onto the NASDAQ, or a similar concept to a SPAC acquiring a private business to get it listed on the NASDAQ (in our opinion).

Snow Lake would either need to raise some cash (depending on how much of the A$225M deal value is cash) OR they will be giving up a large % of their equity to buy out RML’s asset from RML shareholders (details on this are still unclear).

BUT it is the NASDAQ... and Snow Lake could very easily raise a big amount of cash to get the deal done...

Snow Lake currently trades at US$4/share but has traded as high as US$20 on their US critical metals projects earlier this year.

For us, at this stage, we want to see the deal go from non-binding and indicative to something a little bit more firm before making a definite call on what we think of the deal overall...

By that time will RML have started drilling? What will Perpetua be doing?

Resolution Minerals
ASX:RML

What’s next for RML?

Update on Snow Lake takeover offer 🔄

Obviously the main thing we will be looking out for in the next few weeks will be what happens with this Snow Lake offer.

Drill Target Generation 🔄

RML is currently:

• Mapping and sampling across both of its two main targets.
• Mapping and sampling across regional targets, AND
• Confirming drill sites for its drill program.

That work should mean that we could see some rock chip sampling results come to market soon.

Drilling (planned this month) 🔄

Next we want to see RML drill its Golden Gate target.

Golden Gate is where RML has ~3.5km of known strike where old drillholes have delivered hits as good as ~71.6m at 1.37g/t gold and 36.6m at 1.51g/t gold.

None of the old drilling here was ever tested for antimony or tungsten, so there is all of that potential upside come drilling time.

(Source)

Complete NASDAQ listing 🔄

We also want to see RML make some progress on its NASDAQ listing.

Hopefully we start to see some updates on US listing prospectuses’ in the next few months.

What are the risks?

RML hasn’t started drilling yet so the two main risks we see to RML’s share price in the short term are “funding/dilution risk” and after today’s announcement “deal completion risk”.

RML held $1.1M cash at June 30th and given it is planning to drill this quarter, in the absence of a very quick and very material transaction, we would expect some kind of additional funding would need to be secured at some point this quarter.

This may come from any combination of: conversion of in the money options, a placement of shares, drawdown of a loan facility, or drawdown of an at the market facility.

There was some commentary from RML on this in the June quarterly here.

Funding risk/dilution risk

As a pre-revenue small cap company, RML is reliant on capital markets to advance its projects.

If something negative happens at a macro or company level, RML could struggle to access capital on favourable terms.

These capital raises may take place at a discount, and result in the issuance of new shares which incur dilution to existing shareholders.

Source: “What could go wrong?” - RML Investment Memo 11 June 2025

After today’s non-binding indicative offer, deal risk is also a major factor here.

There is no guarantee today’s announcement materialises into a binding offer.

If RML’s share price re-rates and trades close to the share price implied by Snow Lake’s offer it could mean there is an expectation by the market that the deal eventuates.

We have seen deals like this fall over several times in the past (especially given this offer is at a very early stage) and IF that were to happen the company’s share price could go back down to levels pre-today’s announcement.

For the full set of risks we have identified and accepted in making our Investment in RML, see our RML Investment Memo below.

Other Risks

Like any stock market investment, investing in RML carries a multitude of risks which may affect the value of the company, some which are unable to be identified (this is the nature of risks).

Here we aim to identify a few more risks.

The company’s primary asset is a pre-discovery gold-antimony-tungsten-silver exploration project and it is possible that RML makes no economic resource discovery.

RML is also highly sensitive to fluctuations in commodity prices. A sustained downturn in these prices could materially impact the project’s economic viability and the ability of RML to raise cash to finance exploration.

RML is a highly speculative investment which has already rallied significantly in recent weeks, and the current share price may already reflect future upside.

As mentioned above, the company is reliant on capital markets to fund development, and any capital raise may dilute existing shareholders.

Finally, regulatory, environmental, and permitting risks in the US jurisdiction - while generally stable - may delay or adversely affect development.

Investors should consider these risks carefully and seek professional advice tailored to their personal circumstances before investing.

Our RML Investment Memo

You can read our RML Investment Memo in the link below.

We use this memo to track the progress of all our Investments over time.

Our RML Investment Memo covers:

• What does RML do?
• The macro theme for RML
• Our RML Big Bet
• What we want to see RML achieve
• Why we are Invested in RML
• The key risks to our Investment Thesis
• Our Investment Plan