PVW Resources NL (ASX:PVW) entered into a binding terms sheet to acquire Thred Limited (ASX:THD) in a reverse merger transaction for approximately AUD 110 million on September 14, 2020. PVW Resources NL entered into a binding bid implementation agreement to acquire Thred Limited in a reverse merger on November 20, 2020. The consideration comprises of issuance of 151.5 million shares. Thred Limited is also conducting issuance of new shares, consolidation of shares in ratio of 1:75 and after the completion of acquisition and consolidation, PVW Resources NL will hold 38.3% stake in Thred Limited. As per terms of transaction, one Thred share will be issued for every 3.51 PVW shares. The acquisition by THD of 100% of the issued share capital of PVW, satisfied by the issue of 24.242424 million THD shares at AUD 0.20 per share. If Thred acquires 100% of PVW's issued capital, the PVW shareholders will hold 39.7% of Thred's issued capital. As of October 29, 2020, Thred Limited will not seek a 2-cent waiver and will issue shares under the proposed public offer at AUD 0.20 per share. Following completion of the proposed acquisition, Thred Limited will change its name to “PVW Resources Limited”.

On completion of the transaction, George Bauk and Colin McCavana, Directors of PVW Resources NL will join the Board of Thred and current Directors, Sol Majteles and Joe Graziano will retire. PVW exploration manager Karl Weber will be appointed as Thred's exploration manager. Upon completion of the Acquisition, Sol Majteles and Joe Graziano will resign as Directors.

The transaction requires approval from ASX, Thred Limited undertaking the public offer of 12.5 million shares to raise AUD 2.5 million, approval from shareholders of Thred Limited in meeting due in October 2020, approval of PVW Resources shareholders, and due diligence investigations. Transaction is subject to a 90% minimum acceptance condition. As on December 4, 2020, Directors of Thred Limited unanimously recommend that shareholders vote in favor of proposed acquisition and issue of shares as a part of consideration. The general meeting of Thred will be held on December 22, 2020. As on December 7, 2020, transaction is subject to shareholders approval of Thred Limited and the significant change to the nature and scale of the Thred Limited activities that will result from the acquisition, will be required at an upcoming general meeting of shareholders. As on December 8, 2020, PVW Board recommends that all PVW shareholders accept the Offer. As on December 16, 2020, amount to be raised under public offer has been increased form AUD 2.5 million to AUD 4.5 million with an issue of 22.5 million shares. The public offer shares will be issued at completion, the date of which will be not more than 3 months after the date of the meeting which is to be held now on December 29, 2020 instead of December 22, 2020. If the public offer is fully subscribed PVW will hold 34% interest in Thred. Thred will also issue 2.4 million options to current Directors, 3.2 million performance rights to proposed Directors. On December 29, 2020, the shareholders of Thred approved the issue of consideration shares to PVW. As of January 18, 2021, the minimum acceptance condition under the Offer has been satisfied, Thred received acceptances from PVW shareholders representing 98.8% of the issued capital of PVW and the public offer to raise up to AUD 4.5 million closed fully subscribed as of January 15, 2021 As of January 25, 2021, Australian Stock Exchange has approved the transaction and all conditions has been satisfied. The deal is expected to close on November 27, 2020. As on December 8, 2020, the takeover offer will open on December 9, 2020 and is scheduled to close on January 13, 2021. On January 5, 2021, Thred has varied the Offer by extending the closing date of the Offer until January 22, 2021; new date for giving notice of status of conditions under the offer is January 15, 2021. As of January 18, 2021, Thred has varied the Offer by extending the closing date of the Offer until January 29, 2021

CPS Capital Group Pty. Ltd. acted as financial advisor for Thred Limited and. Moore Australia (WA) Pty Ltd acted as legal advisor to Thred. CPS Capital Group will be issued 0.484848 million shares as consideration by Thred.

PVW Resources NL (ASX:PVW) completed the acquisition of Thred Limited (ASX:THD) in a reverse merger transaction on February 3, 2021.