Phoenix Gold's (ASX:PXG) board of directors has advised shareholders in a statement to take no action in relation to Evolution Mining's (NYSE:EVN) takeover offer of 0.06 EVN shares and $0.06 cash for each share of the company.
It noted the offer contains certain conditions including the spot gold price not falling below A$1,250 per ounce.
Evolution's bid arose as a counter offer to Zijin Mining Group Co., Ltd's (SHA:601899, HKG:2899) $0.10 per share cash offer
Earlier this month, PXG urged shareholders to reject Zijin's takeover offer as it was inadequate and did not reflect fair value.
The Independent Expert valued a Phoenix share at between $0.156 and $0.244. Shares in PXG last traded at $0.125.
Evolution is Phoenix's largest shareholder with 93 million shares, or a 19.78% stake, in the company.
Dale Rogers, PXG executive chairman, commented:
"The Directors of Phoenix will review Evolution's Bidder's Statement and respond formally through a Target's Statement in due course.
"Until the Phoenix Board provides shareholders with a formal recommendation we advise all shareholders to take no action."
The Evolution bid was made at a headline price of $0.12 per Phoenix Share, representing a 20% premium to the Zijin Offer.
Shares in EVN last traded at $1.135, valuing the offer at $0.128 per PXG share.
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