Capricorn Metals and Warriedar Resources have announced a binding scheme implementation deed under which Capricorn will acquire 100% of the securities in Warriedar by way of a Court-approved scheme of arrangement.
This acquisition is structured to provide Warriedar shareholders with a fixed exchange ratio of one new Capricorn share for every 62 Warriedar shares.
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Upon the implementation of the scheme, Warriedar shareholders will own approximately 4.36% of all issued shares in Capricorn.
Based on Capricorn’s closing price of A$9.60 ($6.32) per share on 23 July 2025, the transaction suggests a value of approximately A$0.155 per Warriedar share, which represents a 29% premium over Warriedar’s closing share price of A$0.12 on 23 July 2025.
The scheme is contingent upon several conditions including an independent expert’s conclusion that it is in the best interests of Warriedar shareholders.
Additionally, customary conditions such as regulatory approvals and the absence of material adverse changes must be satisfied.
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By GlobalDataCapricorn gains ownership of Warriedar’s flagship Golden Range project through the acquisition.
The project encompasses the Ricciardo gold-antimony deposit and the Fields Find gold project, all situated 90km north of Capricorn’s promising Mt Gibson gold project.
Capricorn executive chairman Mark Clark said: “This is a compelling transaction for all stakeholders, and we believe that combining Capricorn and Warriedar represents a unique opportunity to generate value for shareholders of both companies.
“This acquisition is on-strategy and continues the expansion of Capricorn’s Mt Gibson exploration and development footprint and adds resource ounces, highly prospective exploration targets and valuable infrastructure, which will further enhance what is clearly one of the best development projects in the Australian gold industry.”
In addition to the share acquisition, the parties have agreed on a separate scheme of arrangement for the outstanding Warriedar listed options.
Under this option scheme, Warriedar listed options will be exchanged for new Capricorn options at the same exchange ratio as the share scheme.
The existing A$0.10 exercise price per listed option will be adjusted to A$6.20, maintaining the same expiry date of 11 April 2028.
The option scheme is conditional upon the approval of the scheme for Warriedar shares by the requisite majority.
The Warriedar Board has unanimously recommended that listed optionholders vote in favour of the option scheme, provided no superior proposal emerges and an independent expert concludes that it is in the best interests of the option-holders.
Additionally, Warriedar performance rights must be cancelled or vested as a condition of the scheme, with the resulting Warriedar shares subject to the scheme.
Capricorn also intends to enter into private treaty arrangements with holders of unlisted options in Warriedar.
Warriedar non-executive chairman Mark Connelly said: “In addition to delivering an attractive premium, this transaction allows Warriedar shareholders to retain ongoing but significantly de-risked, exposure to the exploration and development of the Golden Range project, more diversified enterprise with a strong balance sheet, cash flow generation and technical expertise, all of which will support the successful exploration and development of the Ricciardo gold-antimony deposit.”
Longreach Capital is serving as financial adviser for Capricorn, while Corrs Chambers Westgarth is the legal adviser for the scheme.
Warriedar has engaged Discovery Capital Partners as its financial adviser and Thomson Geer as its legal adviser.
In May, Sabre Resources completed the sale of its Ninghan gold project tenements in the southern Murchison region of Western Australia to Capricorn Metals for A$1.6m.
