QGold’s $0.21 Takeover Bid Undervalues Venus Metals’ Assets, Board Says

Background to the Takeover Battle

Venus Metals Corporation Limited has released its second supplementary target’s statement in response to QGold Pty Ltd’s on-market takeover bid. QGold recently increased its offer price from $0.17 to $0.21 per Venus share, declaring this as its last and final offer and extending the offer period to 30 January 2026. Despite this, the Venus board remains steadfast in its recommendation that shareholders reject the bid by taking no action.

Why Venus Directors Recommend Rejection

The Venus board argues that the revised offer price represents an inadequate premium. While the $0.21 offer is a 5% premium to the last closing price before the revision, it fails to reflect the substantial increase in the value of Venus’ underlying assets. Notably, the independent valuation of Venus’ 1% net smelter royalty over the Youanmi Gold Project has surged by 163% to $40 million as of 31 December 2025, driven by rising gold prices and progress in Rox Resources’ project development.

Additionally, Venus’ Sandstone (Bellchambers) Gold Project has been independently valued at approximately $4.39 million, and its 50 million shares in Rox Resources are worth around $25.75 million based on recent trading prices. Coupled with a strengthened cash position of $1.38 million, up significantly from prior periods, the board contends the offer undervalues the company’s total asset base.

Potential Upside and Strategic Considerations

Venus highlights the potential upside in its projects, including an exploration target beneath the existing Sandstone gold resource, estimated to contain between 45,000 and 60,000 ounces of gold. Furthermore, the Bridgetown-Greenbushes Project has attracted a $3 million farm-in commitment from a subsidiary of IGO Limited, signalling ongoing interest and development potential.

The directors caution that accepting the offer would forfeit any future upside from these projects or any superior proposals that might emerge. They also describe the offer as opportunistic, given that QGold’s shareholding has remained unchanged since the initial bid announcement.

Financial Report Highlights and Valuation Updates

Venus’ interim financial report for the half-year ended 31 December 2025 underscores the company’s improved financial health and asset valuations. The updated royalty valuation reflects a more optimistic outlook based on Rox Resources’ definitive feasibility study and increased gold price forecasts. The valuation methodology incorporates a discounted cash flow approach with conservative assumptions, including a 5% discount rate and production commencing in early fiscal 2028.

These financial disclosures reinforce the board’s position that the offer price does not adequately compensate shareholders for the intrinsic and prospective value of Venus’ assets.

Next Steps and Shareholder Action

The offer is set to close at 4 – 00pm Sydney time on 30 January 2026, with QGold stating no intention to extend beyond this date. Venus shareholders are advised to take no action if they wish to reject the offer, as per the directors’ unanimous recommendation. The board members themselves confirm they will reject the offer on their own holdings.

As the deadline approaches, market participants will be watching closely to see if any competing bids emerge or if shareholders push back against QGold’s final offer.