Gold Road Resources Limited (ASX:GOR) made an offer to acquire Apollo Consolidated Limited (ASX:AOP) from Yi Weng and Ning Li, Yarraandoo Pty Ltd, Geoffrey James Harris and others for approximately AUD 130 million on October 21, 2021. Gold Road Resources Limited offered to acquire all the issued ordinary shares of Apollo by way of an off-market takeover offer. Apollo shareholders will receive an implied offer price of AUD 0.56 per share within five Business Days of acceptance.

The Offer relates to all Apollo Shares that exist or will exist on the Register Date, other than the Apollo Shares owned by Gold Road. The Offer also extends to all Apollo Shares that are issued during the Offer Period due to conversion of any Apollo Options that exist at the Register Date. As the Offer is unconditional, from the date of this Bidder's Statement, Gold Road also intends to exercise its rights under item 2 of section 611 of the Corporations Act and has appointed Argonaut Securities to stand in the market on the ASX and purchase, on Gold Road's behalf, Apollo Shares at the Cash Consideration price of AUD 0.56 per Apollo Share.

Upon completion under the Share Purchase Agreements Gold Road will be Apollo's largest shareholder with a relevant interest of 19.9%. Each of Yi Weng & Ning Li and Yarraandoo Pty Ltd will remain substantial holders of Apollo Shares by virtue of the ongoing relevant interest in Apollo Shares arising from their rights under the Share Purchase Agreements. Ramelius Resources Limited, Yi Weng & Ning Li, Yarraandoo Pty Ltd, Capricorn Group and Roger Christian Steinepreis currently holds a right 13.75%, 12.1%, 8.7%, 6.9% and 5.2% respectively where Ramelius held it by virtue of Apollo Directors and Apollo management agreed to accept its offer under agreement.

Under share purchase agreements dated October 20, 2021 between Gold Road and each of: (a) Yi Weng and Ning Li, Gold Road agreed to purchase a total of 33,330,631 Apollo Shares from Yi Weng and Ning Li; and (b) Yarraandoo Pty Ltd and Geoffrey James Harris, Gold Road agreed to purchase a total of 24,993,486 Apollo Shares from Yarraandoo Pty Ltd and Geoffrey James Harris. Gold Road is not offering to acquire any Options under the Offer. Gold Road and its Associates together have relevant interests in at least 90% and have acquired at least 75% Gold Road will be entitled to compulsorily acquire all outstanding Apollo Shares.

The Ramelius Offer has a significant scrip component which is of uncertain value and is subject to 15 conditions, including a 90% minimum acceptance condition and a condition that no person acquiring a relevant interest in 10% or more of the Apollo Shares on issue. As a result of Gold Road becoming a 19.9% shareholder in Apollo, the Ramelius Offer is no longer capable of execution without a waiver of these conditions. The consideration will be be funded by Gold Road from its available internal cash and short-term deposits of AUD 116 million as at September 30, 2021 and will otherwise drawdown on its currently undrawn AUD 250 million Revolving Credit Facility.

Gold Road intends to replace all members of the Apollo Board with its own nominees and will seek to provide continued employment to Apollo's existing workforce. The Offer is not subject to any conditions. Argonaut is acting as a financial advisor and broker and King & Wood Mallesons as a legal adviser to Gold Road Resources Limited for the transaction.

Computershare Investor Services Pty Limited acted as share registrar for Gold Road Resources.