Indophil Resources NL (IRN) said Xstrata Queensland Limited was unlikely to succeed in its takeover bit for the because it had low acceptances for the offer.
The company said Xstrata had received acceptances for only 0.35% of Indophil's shares.
Before making its takeover offer, Xstrata had a 2.25% shareholding in Indophil.
"Xstrata's bid remains subject to various conditions that have not been satisfied or waived, including a 90% minimum shareholder acceptance condition," Indophil said.
"Assuming that the Xstrata offer is not successful, after 29 August 2008 the Stanhill offer will be the only offer open and available for Indophil shareholders to accept," the company said.
The company said the Stanhill offer was unanimously recommended by Indophil's independent directors as it was clearly superior to Xstrata's offer.
If the Stanhill offer is successful, Indophil shareholders will receive $1.28 cash per share.
In addition, Indophil shareholders would receive an 80% interest in Indophil's non-Tampakan exploration assets via an in specie dividend.
Indophil urged shareholders to accept immediately the Stanhill offer.
As at 1520 AEST, shares in Indophil down 9.5c or 7% to $1.22.