Venus Warns Shareholders: Accepting QGold’s Bid Means Losing Future Upside

Background to the Bid

On 24 November 2025, QGold Pty Ltd launched an unsolicited on-market takeover bid for all shares in Venus Metals Corporation Limited at $0.17 per share. This price matches the last closing price of Venus shares prior to the announcement, offering no premium to shareholders. QGold currently holds approximately 26.4% voting power in Venus, positioning it as a significant but not controlling shareholder.

Venus Board’s Unanimous Rejection

In a detailed Target’s Statement released on 8 December 2025, the Venus board unanimously recommended shareholders reject the offer by taking no action. The directors argue that the offer undervalues the company’s assets and fails to provide any control premium, which is customary in takeover bids, especially in the junior resources sector.

Trading on the ASX since the announcement has consistently exceeded the offer price, with shares closing at $0.20 on 5 December 2025. The board views QGold’s approach as opportunistic, aiming to increase its stake without paying a fair premium.

Asset Valuation Highlights

Venus’ portfolio includes a 1% net smelter royalty over the Youanmi Gold Project mining leases, independently valued at $25.4 million as of 30 June 2025. Since then, gold prices have risen significantly, and Rox Resources; the owner of the Youanmi leases; has advanced the project with a definitive feasibility study and a $200 million equity raise, including participation from both Venus and QGold.

Additionally, Venus holds over 50 million shares in Rox Resources, valued at approximately $20.57 million as of the last practicable date. These holdings alone exceed the implied valuation of Venus based on QGold’s offer price, which is approximately $33.59 million on an undiluted basis, without factoring in other assets such as the Sandstone Gold Project and multiple base metals and lithium projects.

Strategic and Financial Implications for Shareholders

The board warns that accepting the offer would mean shareholders lose exposure to any future upside from Venus’ diverse and promising asset base. Moreover, once accepted, shareholders cannot benefit from any superior proposals that might emerge or sell their shares at a potentially higher market price.

Venus’ directors themselves intend to reject the offer, reinforcing their confidence in the company’s prospects. They also caution shareholders about the risks of minority ownership if QGold acquires between 50% and 90% of shares, including reduced liquidity and potential changes to the company’s governance and strategy.

QGold’s Position and Next Steps

QGold has structured the offer as an on-market bid without a minimum acceptance condition, signaling a willingness to acquire as many shares as possible at the current price without necessarily seeking control. Should QGold reach 90% ownership, it intends to compulsorily acquire remaining shares and delist Venus from the ASX.

The offer period runs from 12 December 2025 to 16 January 2026, with the possibility of extension. Venus shareholders are encouraged to carefully consider the board’s recommendation and seek independent advice before making any decisions.