Zenith Minerals Limited (ASX:ZNC)

Zenith Minerals Limited’s Fifth Supplementary Target’s Statement, dated 13 October 2026, updates shareholders on Forrestania Resources Ltd’s off-market takeover offer and, after reconsidering events since the original target’s statement, confirms the Zenith Directors’ unanimous recommendation that shareholders seeking long-term exposure to the combined group accept the offer in the absence of a superior proposal, while acknowledging that shareholders with shorter investment horizons or greater focus on the reduced implied premium, Forrestania’s lower share price and dilution may reasonably decide otherwise. The statement explains that Forrestania’s completed acquisition of the Edna May Gold Hub and associated approximately $310 million capital raising have materially strengthened Forrestania’s asset base, processing capacity, balance sheet and pathway to near-term gold production, which the Zenith Board considers improves the funding and development outlook for Zenith’s Consolidated Dulcie Gold Project, despite reducing accepting Zenith shareholders’ estimated ownership of the combined group from about 8.4% to 5.9%. It also emphasises that Zenith’s standalone path remains capital intensive and higher risk, with the Dulcie project still at an early stage, wholly inferred, lacking its own processing infrastructure and likely requiring around $30 million before development capital, implying material potential dilution if Zenith remains independent. The document also discusses the strategic review process, the absence of a superior proposal, the non-binding Aurenne funding proposal that the board rejected as not superior, the implications if Forrestania gains control but cannot compulsorily acquire all shares, relevant Takeovers Panel orders, updated offer metrics and dilution analysis, director interests and acceptances, and procedural matters including offer timing, withdrawal rights and the annual general meeting director nominations.