Zijin Mining Group Company Limited (SEHK:2899) made a non-binding proposal to acquire a 39.53% stake in Nkwe Platinum Limited (ASX:NKP) for AUD 28.3 million on March 19, 2018. Under the terms, Zijin Mining Group Company Limited offered to acquire 100% of the issued shares in Nkwe Platinum Limited which it does not already own for a cash consideration of AUD 0.08 per share. Zijin Mining Group Company Limited, through its wholly owned subsidiary Jin Jiang Mining Limited, currently holds 60.47% of Nkwe Platinum Limited. As reported, the acquisition would be implemented by way of amalgamation under Bermudan law. Zijin Mining Group Company Limited entered into an amalgamation agreement to acquire 39.53% stake in Nkwe Platinum Limited for AUD 35.4 million on August 16, 2018. As on August 16, 2018, Nkwe shareholders will receive a cash consideration of AUD 0.1 per share. The transaction is subject to completion of due diligence, final approval of the Board of Directors of Zijin Mining Group Company Limited, approval of the requisite majority (75%) of the shareholders of Nkwe Platinum Limited, execution of a definitive agreement, receipt of all necessary regulatory approvals, including necessary Chinese regulatory approvals and South African regulatory approvals, receipt of a fairness opinion from an independent financial advisor/expert which concludes that the offer price is considered fair market value for all Nkwe Platinum Limited's shareholders and other conditions, which must be fulfilled by March 31, 2019, unless extended. As of September 13, 2018, each of the Independent Directors, being Richard O'Shannassy and Neville Bergin, recommends that Nkwe shareholders vote in favour of the transaction. As of February 6, 2019, the transaction was approved by the Chinese regulatory authority and the State Administration of Foreign Exchange. As of March 11, 2019, each of the regulatory approvals required to be obtained in relation to the amalgamation have now been received and all conditions precedent to the implementation of the amalgamation have been satisfied or waived. The amalgamation will become effective prior to the end of March 2019.

Argonaut Limited acted as financial advisor, HWL Ebsworth Lawyers Pty Ltd. and Conyers Dill & Pearman Limited acted as legal advisor, RSM Corporate Australia Pty Ltd acted as accountant and CSA Global acted as consultant for Nkwe Platinum. Alister McGee, Marshall Baillieu and Sam Yan of N M Rothschild & Sons Limited acted as financial advisors to Zijin Mining. HopgoodGanim acted as Australian legal adviser and BeesMont Limited as Bermuda legal adviser to Zijin.