Merger and Acquisition
Willetech to acquire 51% of Aldoro’s Kameelburg Project Company in Namibia under MOU
Headline consideration
Not less than RMB 2 billion
~AUD 429.1 million development investment, non-binding
Interest acquired
51%
In Kameelburg Exploration Mining (Pty) Ltd
Mineral resource
804.5 Mt @ 2.90% TREO Eq
Announced 4 August 2026
Summary
Aldoro Resources Limited (ASX: ARN) has entered into a Memorandum of Understanding with WILLETECH INTERNATIONAL INVESTMENT PTE. LTD. for the Kameelburg Critical Minerals Project (EPL 7373) in Namibia. Under the MOU, WILLETECH proposes to acquire a 51% interest in Kameelburg Exploration Mining (Pty) Ltd by subscribing for new shares. WILLETECH also proposes to procure and provide development investment of not less than RMB 2 billion (~AUD 429.1 million), which the company states is a non-binding, staged commitment. Definitive Agreements are to be negotiated and executed within 15 business days, and implementation is subject to conditions including Aldoro shareholder approval and China outbound direct investment approvals.
Consideration
| Component | Terms |
|---|---|
| Transaction structure (binding) | WILLETECH to acquire a 51% interest by subscribing for new shares in the Project Company, with Aldoro and the Namibian local shareholders collectively retaining 49%. The subscription price is not yet agreed and is to be set out in the Definitive Agreements |
| Development commitment (non-binding) | WILLETECH proposes to procure and provide development investment of not less than RMB 2 billion (~AUD 429.1 million) to advance the Project through development and construction to commercial production, deployed in stages against milestones to be set out in the Definitive Agreements |
| Initial funding (binding) | RMB 100 million (~AUD 21.5 million) to be made available within 7 days after the MOU becomes effective, in a designated supervised account in China, and remitted to a jointly controlled project account within 5 business days after receipt of ODI approval. Aldoro states it has received confirmation that this amount has been made available |
| Pre-development expenditure (binding) | The Project Company may request reasonable pre-development expenditure of up to an additional RMB 200 million (~AUD 42.9 million), subject to WILLETECH’s review and approval |
| Historical expenditure reimbursement (binding) | Aldoro’s historical exploration and project expenditure is currently estimated at approximately AUD 10 million, to be reimbursed following receipt of ODI approval and satisfaction of agreed review conditions. The amount, recipient and payment mechanism are to be determined under the Definitive Agreements |
| First-round non-dilution (binding) | Development funding procured or contributed by WILLETECH will not dilute the existing shareholders’ aggregate 49% interest from commencement through construction and commercial production. Subsequent financing rounds to be addressed on a pro rata basis on terms to be agreed |
| Expected post-transaction ownership | WILLETECH 51%, Aldoro 42% and Namibian local shareholders 7%, compared with Aldoro 85% and Namibian local shareholders 15% before the transaction |
| Governance (binding) | Prior to listing, the Project Company board will comprise five directors, with WILLETECH appointing three (including the Chair) and the existing shareholders appointing two. Material reserved matters require approval of directors appointed by the existing shareholders |
| Funding status | Aldoro states it has not received evidence that the development funding has been secured or that binding agreements have been entered into with any financier, investor or other funding participant |
| Treatment if ODI is not completed (binding) | If ODI approval is not obtained, WILLETECH must return or cancel its shares in the Project Company for nominal consideration |
| Termination and buy-back (binding) | If the MOU is terminated because of a default by the Project Company after WILLETECH’s shares have been issued and registered, WILLETECH may require the existing shareholders to buy back its shares for the amount it has actually paid, with Aldoro jointly and severally liable. If terminated because of a default by WILLETECH, unused funds are returned to WILLETECH, amounts already spent are not refundable and its shareholding is reduced in proportion to the funding it has actually contributed |
| Hong Kong listing objective | The parties intend to pursue a listing of the Project Company or a listing vehicle whose core asset is the Project on The Stock Exchange of Hong Kong Limited, subject to regulatory requirements and market conditions |
Conditions
- Execution of the Definitive Agreements
- Receipt of Aldoro shareholder approval under ASX Listing Rule 11.4.1(b)
- Receipt of Namibian corporate, mining and other regulatory approvals (if required)
- Completion of WILLETECH’s ODI approval and outbound remittance process
- Other customary conditions to completion
Timetable
| 5 November 2026 | MOU announced |
|---|---|
| Within 7 days after the MOU becomes effective | WILLETECH to make RMB 100 million available |
| Within 45 days (extendable to 90 days where delay is caused by the relevant authorities) | WILLETECH to complete China’s ODI procedures |
| Within 5 business days after ODI completion | Funds to be remitted to the jointly controlled account of the Project Company in Namibia |
| Within 15 business days following execution of the MOU | Definitive Agreements to be negotiated and executed |
Project snapshot
| Item | Detail |
|---|---|
| Total Mineral Resource | 804.5 Mt @ 2.90% TREO Eq (1.17% TREO, 0.19% Nb₂O₅, 191 ppm Mo, 0.17% NdPr) and 3.54% SrCO3, at a 0.5% cut-off, announced 4 August 2026 |
| Contained NdPr oxides | Approximately 1.37 Mt |
| Resource classification | 162.1 Mt Indicated and 642.4 Mt Inferred |
| Reporting standard | JORC, extracted from Aldoro’s announcement dated 4 August 2026 |
Source: Aldoro Resources announcement dated 5 November 2026. This page summarises information from the company's public announcement and is provided for general information only. It is not financial product advice, a recommendation or an offer, and it does not take into account any person's objectives, financial situation or needs. Figures and terms are taken from the announcement and may be incomplete or may have changed since publication. Refer to the original announcement for full details. Kamoa Capital has not independently verified the information.
