JOHANNESBURG (miningweekly.com) – ASX-listed joint venture partners Emerald Resources and Renaissance Minerals will join forces to create a A$95-million gold development company, whose main focus will be a gold project in Cambodia.

In terms of the definitive bid implementation agreement, announced on Tuesday, Emerald would acquire all the shares in Renaissance that it did not already own by offering 1.55 new shares for each Renaissance share.

The offer, which the directors of Renaissance support, values the company at about A$40-million, or 7c a share, and is a 27% premium to the 30-day volume-weighted average price.

The merged entity will own a Cambodian gold project, comprising the Okvau and adjoining O’Chhung exploration licences, covering about 400 km². The Okvau deposit has an estimated resource of 1.13-million ounces.

A prefeasibility study has been completed for a single openpit containing 829 000 oz at 2.2 g/t of gold and a definitive feasibility study is currently under way.

The companies said in a joint statement that a merger would allow for the acceleration of exploration and development, owing to a simplified single ownership structure and operational management of assets. The removal of duplicated corporate and head office functions would further enhance synergies.

Emerald chairperson Simon Lee will remain as chairperson of the combined group, while Emerald MD Morgan Hart will remain as MD. Renaissance MD Justin Tremain will be offered a position as executive director on the board of the combined group.

The offer will be implemented by way of an off-market takeover offer and requires a minimum 90% acceptance. Emerald has obtained prebid acceptance agreements from shareholders representing a total of 9.4% of Renaissance shares, giving it a relevant interest of 19.4% when combined with its existing 10% shareholding.