Westgold Resources Limited (ASX: WGX) (Westgold or the Company) is pleased to announce an all-scrip offmarket takeover offer (the Offer) for all of the issued outstanding shares in Musgrave Minerals Limited (ASX: MGV) (Musgrave).

Under the terms of the Offer, Musgrave shareholders will receive 1 fully paid Westgold ordinary share for every 5.37 Musgrave shares held (Offer Consideration). The Offer Consideration implies an undiluted equity value for Musgrave of $177.3 million or $0.30 per share1 .

The Offer provides Musgrave shareholders the opportunity to see their gold assets developed by a wellfunded, debt free and experienced gold miner in a timely and capital efficient manner. It provides an immediate and attractive premium that sidesteps the high risk, dilutive and arduous process of approval, finance, construction and start-up of a small, stand-alone processing facility in a region already well serviced with processing infrastructure. The combination of Westgold and Musgrave is a logical and capital efficient solution that consolidates both groups' regional assets into a larger scale, more profitable and highly investable Western Australian focused gold miner.

This combined entity would be underpinned by Westgold's technical capability, team and strong financial position comprising cash and liquid assets of approximately $180 million and nil debt2 . This Offer announcement follows Westgold's initial approach to Musgrave on Thursday, 1 June seeking positive engagement in respect of a potential takeover bid. A non-binding offer letter (with the same terms as announced in this Offer) together with an associated process deed (Proposal) was formally presented to Musgrave for consideration on Friday, 2 June at a meeting between key respective executives. Westgold has been advised that the Proposal remains under consideration from the Musgrave Board.

Unfortunately, Westgold considers that the Proposal's confidentiality has now been compromised as evidenced by yesterday's Musgrave share trading volumes which were approximately 6.6 times higher than the average 12-month daily share turnover3 and resulted in a 6.25% share price increase, notwithstanding that Musgrave released no ASX announcement, the gold price was lower and Western Australia had a public holiday. Westgold looks forward to engaging as soon as practicable with Musgrave and its advisers in respect of this highly attractive Offer.

Commenting on the Offer, Westgold Managing Director Wayne Bramwell said: 'Westgold's view is that Musgrave's plan to construct a new, small processing plant within close trucking distance of two established larger processing plants is ambitious. Their proposed development path costing $121 million in startup capital at a PFS level of certainty materially escalates risk to Musgrave shareholders, as it exposes them to all the uncertainties, challenges and dilution associated with project development. It is a high risk and inefficient use of their shareholder's capital at a time when securing capital for small scale, single asset companies is becoming more difficult and costly. Those risks will escalate and will include approvals, financing, construction, the competition for scarce labour and the myriad of schedule and capital cost blow outs evident in many recent Western Australian resource project start-ups. There is a faster and lower risk solution available to Musgrave shareholders to see their Cue gold assets developed in a timely manner. Westgold is an established, well-funded owner and operator of two processing hubs in the Murchison region. The combination of Musgrave's assets with our regional infrastructure and operating teams will fast track and de-risk the development of Musgrave's Cue Gold Project and provides Musgrave shareholders immediate exposure to a much larger, established Western Australian gold producer. The Westgold offer provides a logical, capital efficient and fast track solution that delivers immediate value to both Musgrave and Westgold shareholders and can rapidly enhance production scale and profitability of the combined Group.

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Forward-looking statements

Some statements in this report regarding estimates or future events are forward-looking statements. They include indications of, and guidance on, future matters. Forward-looking statements include, but are not limited to, statements preceded by words such as 'planned', 'expected', 'projected', 'estimated', 'may', 'scheduled', 'intends', 'anticipates', 'believes', 'potential', 'could', 'nominal', 'conceptual' and similar expressions. Forward-looking statements, opinions and estimates included in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements are provided as a general guide only and should not be relied on as a guarantee of future performance. Forward-looking statements may be affected by a range of variables that could cause actual results to differ from estimated results and may cause Westgold's actual performance and financial results in future periods to materially differ from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to liabilities inherent in mine development and production, geological, mining and processing technical problems, the inability to obtain any additional mine licenses, permits and other regulatory approvals required in connection with mining and third party processing operations, competition for among other things, capital, acquisition of reserves, undeveloped lands and skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices and exchange rate, currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions, the demand for and availability of transportation services, the ability to secure adequate financing and management's ability to anticipate and manage the foregoing factors and risks. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. There can be no assurance that forward-looking statements will prove to be correct

Westgold project information

The information in relation to the Mineral Resources and Ore Reserves of Westgold is extracted from the Westgold announcement 'Resources and Reserves Statement 2022'. Refer to the ASX release on 23 September 2022 for the Westgold 'Resources and Reserves Statement 2022' and the accompanying assumptions, technical parameters and explanatory notes. The information in relation to the production guidance is extracted from the Westgold announcement 'Westgold delivers FY22 and releases guidance for FY23' dated 26 August 2022. There is a low level of geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that the production target itself will be realised. The stated production target is based on Westgold's current expectations of future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that this production target will be met. At the date of this document, Westgold is not aware of any new information or data that materially affects the information included in the original announcements and considers that all material assumptions and technical parameters underpinning the information in the relevant market announcement continue to apply and have not materially changed.

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