Hartshead Resources (ASX:HHR) has entered a binding scheme implementation deed with ACAM GP on behalf of ACAM LP, under which ACAM will acquire 100% of Hartshead's shares via a Court-approved scheme of arrangement.
Under the scheme, shareholders will receive $0.014 per fully paid share and $0.0007 per partly paid share, valuing the company at approximately $40 million on a fully diluted basis.
The offer represents a 133% premium to Hartshead's last closing price and a 114% premium to the 30-day volume-weighted average price.
The all-cash deal provides shareholders with certainty of value and liquidity, while avoiding risks associated with developing the UK Southern Gas Basin assets, including regulatory and funding challenges.
Hartshead’s board unanimously recommends shareholders vote in favour, subject to the independent expert confirming the scheme is in shareholders' best interests and in the absence of a superior proposal.
Directors holding 10.27% of voting power intend to vote in favour.
The transaction is expected to be implemented in the first half of 2026, following shareholder and Court approvals and satisfaction of customary conditions.
ACAM, a natural resource-focused partnership, will be advised by S&F Investment Advisors and Auctus Advisors, while Hartshead is represented by Blackwall Legal.
The scheme offers a derisked pathway for shareholders to realise value from Hartshead’s UK gas assets.