08:50 AM EDT, 05/05/2025 (MT Newswires) -- Xanadu Mines ( XANAF ) on Monday said that a control transaction could not be finalized within the agreed exclusivity period, after substantive discussions with its major shareholder and joint venture partner, Zijin Mining Group ( ZIJMF ) .

The extension of the Zijin put option and exclusivity arrangements were announced on April 7.

The company said that the exclusivity commitment to Zijin has expired and the Independent Board Committee (IBC) is now reviewing all other opportunities, including but not limited to the exercise of the 25% put option.

A statement noted that the extension of the term of the 25% put option, and grant of exclusivity to Zijin, followed receipt of a non-binding indicative offer from Zijin in respect of a change of control transaction, that the IBC judged to be superior to the put option at that time. But Zijin advised that it will not be in a position to agree final transaction documentation within the required timeframe.

The company added that it remains in discussions with Zijin regarding further extending the 25% put option exercise period and that its board has re-initiated the shareholder approval process, to give Xanadu enough time to exercise the 25% put option, if approved, prior to the expiry date.

An Extraordinary General Meeting has been scheduled for June 4, through which Xanadu shareholders will be invited to consider, and if thought fit, approve the exercise of the 25% put option. In the meantime, the company said, its IBC will continue discussions with Zijin and also recommence discussions with other interested parties.

"While we are disappointed that we were not able to finalise a corporate transaction during the exclusivity period, Xanadu remains optimistic about the future for both the Company and the Kharmagtai project," said Xanadu's Executive Chairman Colin Moorhead. "While we had expected a more rapid process, given Zijin's now extensive experience in Mongolia, we will continue to work with our JV partner towards a funding outcome required to progress the Kharmagtai project. We will now also recommence discussions with third parties who have expressed interest in Kharmagtai.

"In parallel, and in the absence of a superior transaction, the Board has an obligation to give our shareholders an opportunity to vote on the 25% put option with Zijin. Should the put option go ahead, that will solidify Kharmagtai as a long-term value investment within the Xanadu portfolio, with no further cash outlay required for the project. If the put option does not proceed, and if there is no superior transaction, then we will proceed with alternate funding options to carry forward as 50% JV partners through to FID. In all scenarios, Xanadu has plans established and is ready to do the work required to deliver shareholder value from the Kharmagtai project."