Capricorn Metals Limited (ASX: CMM) and Warriedar Resources Limited (ASX: WA8) have announced a binding Scheme Implementation Deed (SID) for Capricorn to acquire 100% of Warriedar’s securities via a court-approved scheme of arrangement. Capricorn Metals, a leading ASX-listed Western Australian gold producer with a market capitalisation of approximately A$4.1 billion, operates the Karlawinda Gold Project and is developing the Mt Gibson Gold Project. Warriedar Resources is an ASX-listed company focused on the exploration and development of the Golden Range Project (GRP).
The all-share consideration provides Warriedar shareholders with one new Capricorn share for every 62 Warriedar shares held, resulting in approximately 4.36% ownership of Capricorn. This offers Warriedar shareholders an immediate premium and unlocks GRP’s value by leveraging Capricorn’s development and operational experience, while also providing immediate exposure to Capricorn’s production and development projects. The GRP complements Mt Gibson, adding 2.3Moz AuEq to Capricorn’s existing Western Australian Mineral Resource base, a roughly 25% increase.
The transaction implies a value of approximately A$0.155 per Warriedar share based on Capricorn’s closing price of A$9.60 on 23 July 2025. This represents a 29% premium to Warriedar’s closing share price on the same day. The Warriedar Board has unanimously recommended the Scheme, pending a superior proposal and an independent expert’s assessment. Major shareholders, representing about 14.5% of Warriedar’s shares, intend to vote in favour of the Scheme.
Warriedar’s Managing Director, Amanda Buckingham, will join Capricorn as a consultant for 12 months to ensure leadership continuity and support exploration activities. A separate scheme will address outstanding Warriedar listed options, exchanging them for new Capricorn options. Mark Clark, Capricorn’s Executive Chairman, emphasized the strategic fit and value generation for both companies’ shareholders. The indicative timetable anticipates Scheme Meetings in late October 2025 and implementation in early November 2025.
