Kula Gold Limited reports that in accordance with item 14 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act) attached is a copy of the Target’s Statement issued by Kula Gold Limited in relation to the off-market takeover bid by Forrestania Resources Limited under Chapter 6 of the Corporations Act for all ordinary shares in Kula (Offer).
Kula’s Target’s Statement was lodged today with the Australian Securities and Investments Commission and served on Forrestania.
Forrestania’s Bidder’s Statement was updated on December 4.
Kula Gold’s Directors unanimously recommend that Kula Gold shareholders accept the Offer in the absence of a superior proposal. Furthermore, the Directors intend to accept the Forrestania offer for their own shares in the absence of a superior proposal.
For Kula shareholders, please follow these instructions to accept the bid and head to this website: https://investor.automic.com.au/
If you have any questions or need assistance with the process, please call Kula’s Company Secretary on 0466 319 424 within business hours.
KEY DATES
- Offer announced – 14 October 2025
- Date of Bidder’s Statement – 24 November 2025
- Date of Target’s Statement – 4 December 2025
- Offer Period commences – 8 December 2025
- Offer Period closes (unless Offer is extended or withdrawn) 4pm AWST – 8 January 2026
A Letter to Shareholders from Kula Chairman Mark Stowell.
“Dear Fellow Kula Gold Shareholder,
On 14 November 2025, Forrestania Resources Limited (ASX: FRS) announced an off-market takeover bid to acquire all of the ordinary shares in Kula Gold Limited (Kula or the Company) that it does not already own.
The Offer is 1 Forrestania share for every 5.6 Kula shares held. After extensive deliberation, careful consideration of the current market environment, Kula’s funding requirements and exploration timetable, your Board has unanimously concluded that the Offer is fair and reasonable and represents the best outcome available to Kula shareholders at this time.
Accordingly, your Directors unanimously recommend that you ACCEPT the Offer, in the absence of a superior proposal.
Key reasons for our recommendation
1. The Offer delivers immediate value and removes funding and execution risk
Kula’s highly prospective gold projects require significant ongoing exploration expenditure in a challenging capital markets environment for junior explorers. The Offer allows shareholders to exchange their Kula shares for scrip in a larger, more liquid ASX-listed vehicle that will have a stronger balance sheet and greater capacity to fund and advance the combined portfolio.
2. Shareholders will retain exposure to the upside of Kula’s assets in a stronger combined entity
Upon completion, Kula shareholders (other than Forrestania, who currently holds approximately 13% of Kula’s issued shares) will own approximately 20% of the merged group (assuming full acceptance under the Offer, and that Forrestania does not issue any other shares other than under its recently announced placement and to acquire Lake Johnston). You will continue to participate in the potential re-rating of the Marvel Loch projects alongside Forrestania’s existing quality gold assets, but with reduced single-company risk, production outlook and improved market presence.
3. Significant premium to recent trading
The Offer represents a significant premium prior to the announcement of the bid.
4. Your directors intend to immediately accept the Offer
In the absence of a superior proposal, all directors of Kula who hold or control Kula Shares intend to accept the Offer in respect of all shares they own or control, demonstrating our confidence that the Offer is in the best interests of all shareholders.
What should you do?
In the absence of a superior proposal emerging, we strongly recommend that you ACCEPT the Offer as soon as you receive the Bidder’s Statement and acceptance forms from Forrestania.
We do not expect an alternative bid now given time elapsed, Forrestania’s position on the Kula register and its commanding southern cross gold resources and plant at Lake Johnston.
Full details of the Offer and the reasons for your Board’s recommendation are contained in this Target’s Statement. We urge you to read the document carefully and consider the Offer in light of your personal circumstances.
On behalf of the Board, I thank you for your support of Kula Gold over the years. We believe this transaction provides an attractive opportunity to crystallise value and continue participating in this exciting Western Australian gold business from a position of greater strength.”
News Release
Date: 4 December 2025 | ASX Code: KGD
About the Company
Kula Gold Limited (ASX: KGD) is a Western Australian mineral exploration company with expertise in the discovery of new mineral deposits in WA. The strategy is via large land positions and structural geological settings capable of hosting ~+1m oz Gold or equivalent sized deposits including Lithium.
The Company is advancing projects within the WA goldfields at the Mt Palmer Gold Project at Marvel Loch Southern Cross, the South West region of WA for Lithium and Gold at Kirup and Brunswick – near the world class Greenbushes Lithium Mine, as well Lithium at the Taliah-Nadia-Sasha Prospects at Southern Cross. The Company added the Wozi Niobium Project in Malawai in mid-2025.
Kula discovered the large 93.3mt Boomerang Kaolin deposit near Southern Cross WA – Maiden resource announced 20 July 2022. This project is in the economic study phase and moving to PE funding or trade JV.
The Company has a history of large resource discoveries with its foundation being the Woodlark Island Gold project in PNG, (+1m oz Gold) which was subsequently joint ventured and sold to (ASX: GPR).
Contact the Company Secretary for more information – +61(08) 6144 0592 or cosec@kulagold.com.au
