I would now like to turn the conference call over to Mr. James Champion de Crespigny, Managing Director and CEO of Catalyst Metals. Please proceed, Mr. de Crespigny.
Thank you, and good day, everyone. Hopefully, you can all hear me. It's the first time using this service, so hopefully it's working appropriately. Good day, everyone, and thank you for joining us to discuss this proposed acquisition of Superior Gold by Catalyst Metals. I'm joined today on the call by no one other than myself. It is 11:00 in the evening here in Australia, where our assets are located. We're busy running our assets tomorrow rather than today. I'd like to take a moment to review the terms of the transaction and discuss the rationale for the transaction and what the plans are for the continued growth and increase of shareholder value in the creation of a new mid-cap gold producer in Australia with control over three significant gold belts.
The proposed transaction would result in Catalyst Metals acquiring 100% of Superior's Plutonic Gold Operations, which include the Plutonic underground gold mine, central mill, numerous open pit projects and an interest in the Bryah Basin joint venture. Under the terms of the proposed transaction, common shareholders of Superior will receive 0.357 of one ordinary share of Catalyst for each Superior common share. The exchange ratio is equivalent to CAD 0.44 per Superior share, and a total equity value for Superior of approximately CAD 54 million based on the closing price of Catalyst as at February 22nd.
The consideration implies a premium of 62% to the closing price of Superior's last traded price on February 2022, and a premium of 52% to the 20-day VWAP of each of Catalyst and Superior on the ASX and TSX, respectively, at 22nd of February. Upon completion of the proposed transaction, existing Catalyst and former Superior shareholders will own approximately 77% and 23% of the company respectively, including the impact of the previously announced acquisition of Vango Mining by Catalyst, but excluding the impact of the planned Catalyst financing. The proposed transaction is subject to the receipt of applicable court approvals and satisfaction of certain other closing conditions, including the completion of the AUD 20 billion raising and Superior receiving a fairness opinion, as well as other customary closing conditions.
Under the ASX listing rules, Catalyst will file a prospectus in connection with the issuance of shares. Sorry, I've just, that's not actually quite correct. We will obtain a waiver or relief from the ASX in granting of those shares. Subject to the satisfaction of these conditions, Catalyst and Superior expect that the transaction will be completed in the second quarter of 2023. I'll just talk now about the benefits to Superior Gold shareholders. The proposed transaction provides Superior Gold shareholders an immediate and compelling 62% premium to the last traded price and a 52% premium to the 20-day VWAP.
It offers shareholders the opportunity to participate in a well-funded, diversified ASX-listed producer with proven operating and exploration capabilities, significantly improving the scale and access to capital compared to a single asset company. Shareholders will also have ongoing exposure to future value-creating growth projects at Plutonic, plus exploration upside across the Plutonic-Marymia Gold Belt , as well as access to a strong balance sheet and diversified cash flows generation to fund and optimize Plutonic project development. Shareholders will be aligned with Catalyst's established and Australian institutional investors and would benefit from improved trading liquidity. Post the consolidation, Catalyst will look something as follows. We believe that this is a transaction that Superior and Catalyst shareholders have been looking for. It is a logical consolidation that offers significant potential for operating synergies while also lowering risk.
The combination of the resources, good processing capacity, and considerable exploration gives the consolidated company genuine scale, long mine life, strong cash flows, and outstanding growth prospects, all in the heart of world-class gold belt in Western Australia. The proposed transaction is expected to provide both Superior and existing Catalyst shareholders with a unique opportunity to benefit from a highly logical and synergistic consolidation that will maximize value from the Marymia Plutonic Gold Belt. The proposed consolidation would see a well-funded ASX-listed producer with enhanced scale, production diversification and complementary high-grade exploration potential across three significant Australian gold belts.
Following the completion of the transaction, Catalyst would seek to continue to grow shareholder value through the investigation of potential synergies through a consolidation of the land package, adopting a hub-and-spoke approach, seeking to source high-grade ore from the Marymia tenements to feed into the centralized and underutilized 3 million tons per annum Plutonic processing capacity. In immediate proximity to the high-grade Trident and K2 deposits, seeking to expand the mineral resources and rapidly convert them to mineral reserves. Further, we would undertake a systematic regional exploration program aimed at the discovery of further deposits akin to the high-grade Timor deposit of old and the large-scale Plutonic Main Pit, as well as the Trident high-grade potential that currently sits on the Marymia ground.
Upon completion of the transaction and the acquisition of Vango, the combined company will control three high-grade, highly prospective and strategic gold belts in Australia. In Western Australia, the high-grade Plutonic Marymia Gold Project, including the Plutonic Gold Mine that has to date produced over 6 million ounces of gold and as a collective belt would have, had the mineral endowment of 14 million. Sorry, is the operator there?
Please stand by. I think Mr. de Crespigny's line got disconnected here. Please bear standby. We're still waiting for him to be reconnected.
Good day, operator. It's Chris Jordaan here. I've just spoke to James de Crespigny. Unfortunately, he dropped out. He's trying to dial back.
Could the operator just please indicate whether they are successful in reaching James Champion de Crespigny?
Hi, Mr. Jordaan, this is the operator. We're still trying to reconnect him to the call. I can't seem to reach him at the moment.
All right. I think alternatively what I can do is I can finish the script and, hopefully in that time you'll be able to reach him. Just a message to the operator. May I suggest that I carry on and complete the script?
Yes, go ahead, Chris.
We'll do so. I'm gonna start at the point where we start talking about, you know, at the completion of the transaction. Upon completion of the transaction and the acquisition of Vango, that's now Catalyst acquiring Vango. The combined company will control three high-grade, high perspective and strategic gold belts in Australia. In Western Australia, the high-grade Plutonic-Marymia Gold Project, including the Plutonic Gold Mine that has to date, produced over 6 million ounces of gold. In Tasmania, a strategic tenement package covering 25 kilometers of the under-explored Henty Fault operates the high-grade Henty Gold Mine, which has produced 1.4 million ounces of gold at a head grade of 8.9 grams per ton of gold.
In Victoria, a large, contiguous and dominant tenement package covering 75 kilometers of strike length immediately north of the proven 22 million ounce Bendigo Goldfields and near Agnico Eagle's high-grade Fosterville Gold Mine. In conclusion, we believe that this proposed acquisition offers an attractive premium to the existing shareholders of Superior while providing an opportunity to see the assets consolidated with neighboring assets to de-risk the projects while offering significant synergies and the ability for the assets to be grown to their full potential. The board of Superior, upon the unanimous recommendation of the independent directors of the board, has unanimously determined that the transaction is in the best interest of Superior Gold and is recommending that Superior Gold shareholders vote in favor of the transaction at a special meeting for shareholders. Now, that concludes the presentation portion of the call.
Operator, can you please open the lines for question? Ideally, we'd want Mr. de Crespigny to be on the line as well. Could you just give us an update on progress on that front?
Yes, absolutely, sir. Thank you so much. We're still trying to reach out to him as at the moment. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the number one on your touchtone phone. If you would like to withdraw your request, please press star followed by the number two. If you are using a speakerphone, please lift the handset before pressing any key. One moment please for your first question. We have your first question coming from the line of Christopher White as a retail investor. Please go ahead.
Yes, sir. Thank you for taking my call. I'm very dissatisfied with this deal and the low valuation that is being put on Plutonic Mine. Mr. Jordaan, for you, I would like to know how much money management and directors are getting out of this deal, since it's a takeover, you guys are gonna be going your own way. There's some kind of money that y'all get paid out of this thing for leaving. How much cash is Catalyst kicking out to you?
Firstly, the determination of who is leaving and who's not, has not been finalized yet. That will be completed over the next few weeks. Depending on what that outcome is, will determine the implementation and change of control aspects of the employment contracts.
Okay, sir. What would be the low end? If everyone stayed, how much would be paid? If everyone left, what would be paid? What type of range are we looking at of cash that Catalyst has to pay you by doing a dilutive offering for AUD 20 million to get y'all out the door? What's the low end on that, what's the high end?
Sorry, I just wanna understand the first part of your question. You're saying if everybody stayed?
I'm saying there are certain people in the C-suite getting paid on a change of control. You're saying some of them might stay, we don't really know. If Catalyst gets rid of all y'all in the C-suite, you and the rest of the underperformers, how much does that cost Superior shareholders? Of course, Catalyst has to do a $20 million equity raise, that money's going into your pocket in that case. How much is it? How many millions? How many millions you making off this, Chris?
May I ask Paul, he's our CFO, to give you an accurate indication of where that might be.
Okay.
Uh-
Perfect.
That information, I mean, is certainly available in our management information circular. I would suggest that, you know, you read that. Also that information will be available in the circular that we will preparing as part of the transaction.
Thank you, sir. Your next question comes from the line of Umar Abbasi from Summer Road LLC. Please go ahead.
Hi. Good morning. I'm wondering for small retail owners of Superior Gold shares, I'm wondering what happens if they cannot hold the Australian-listed stock?
Apologies, sir, I couldn't hear the full question. Could you just repeat that, please?
Yep. I'm saying for small retail owners of Superior Gold shares, I'm wondering what happens if they cannot hold the Australian-listed Catalyst stock.
Again, it's Paul here.
Oh.
that we'll be.
Yeah.
We'll be providing information on how shareholders will be receiving their shares and what you can do in the circular that we'll be providing to shareholders, you know, in the coming weeks.
Would they be forced to sell Superior Gold shares?
We'll provide that detail in the circular, you know, certainly you can have a look at it then, and ask a question, you know, once that information comes out to the public.
Okay. When is the expected release of the circular?
That we're gonna be starting that now, and so we haven't set a timeline for that. You know, certainly we'll be proceeding with that on an expeditious basis at this point.
Okay. Thank you.
Thank you. There are no further questions at this time. I would now turn the call back over to Mr. Chris Jordaan for any closing remarks.
Since there are no further questions, I would like to thank all participants for joining us today and wish you good day. Operator, please conclude the call.
Thank you, sir. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a lovely day.
Thank you.