New World Resources Limited and Central Asia Metals PLC have entered into a detailed scheme of arrangement designed to transfer all of New World’s fully paid ordinary shares to Central Asia Metals in exchange for cash consideration of A$0.05 per share. The arrangement is structured to be executed under section 411 of the Corporations Act 2001 and is subject to various conditions precedent, regulatory approvals and court orders. Under the deal terms, the Bidder is required to deposit the aggregate cash consideration into a designated trust account before the implementation date, with the cash then distributed to New World’s shareholders. In return, all of New World’s shares will be transferred to the Bidder, thereby shifting ownership and triggering associated post-deal integration and compliance steps. The scheme documentation provides a comprehensive timetable for the transaction. Key milestones include submission of the draft scheme booklet for review by ASIC and ASX, court hearings scheduled from mid-July through early September 2025, a scheme meeting for shareholder approval in late August 2025, and an effective date and record date in early September 2025, with implementation targeted for mid-September. The documentation also lays out detailed representations and warranties from both parties, including assurances that each party is validly established, possesses the authority to enter into the transaction, and that neither party is subject to encumbrances or material legal restraints that could hinder the transaction’s execution. Extensive legal provisions address the transfer of title to shares free of encumbrances, the appointment of attorneys to enforce the deal terms on behalf of dissenting shareholders, and the payment of reimbursement fees if key conditions are not met. There are stringent obligations on New World to maintain business operations in the ordinary course until the implementation date and on both parties to cooperate fully in obtaining necessary regulatory and shareholder approvals. Also included are detailed covenants restricting New World from engaging with alternative proposals during the exclusivity period, with defined break fees payable upon a material change in director voting or if a superior competing proposal is accepted. The arrangement is supported by a comprehensive suite of schedules and annexures that detail New World’s capital structure and list the underlying mining claims and project documents, ensuring transparency regarding the company’s assets and operations. Overall, the scheme reflects a carefully orchestrated transaction designed to provide New World’s shareholders with an immediate cash payout and certain value realization, while positioning Central Asia Metals to integrate and advance New World’s mining projects under its stewardship.