Capricorn Metals Limited (ASX: CMM) and Warriedar Resources Limited (ASX:WA8) have announced a binding Scheme Implementation Deed (SID) for Capricorn’s acquisition of 100% of Warriedar’s securities via a Court-approved scheme of arrangement. Capricorn Metals, a leading ASX-listed, Western Australian focused gold producer, operates the Karlawinda Gold Project and is developing the Mt Gibson Gold Project. The all-share consideration is designed to be mutually beneficial, with Capricorn securing Warriedar’s Golden Range Project (GRP), including the Ricciardo gold-antimony deposit and Fields Find gold project, located near Capricorn’s Mt Gibson project.
Warriedar shareholders are set to gain an immediate premium and benefit from the de-risking of future funding and development of the GRP. This will be achieved by leveraging Capricorn’s experience in gold mine development and operations. Warriedar shareholders will also gain immediate exposure to production from Capricorn’s Karlawinda operation and the near-term development of Mt Gibson. The GRP is expected to complement Mt Gibson, immediately adding 2.3Moz AuEq to Capricorn’s existing Western Australian Mineral Resource base, an increase of approximately 25%.
Under the Scheme, Warriedar shareholders will receive 1 new Capricorn share for every 62 Warriedar shares held, resulting in Warriedar shareholders owning approximately 4.36% of Capricorn’s shares upon implementation. Based on Capricorn’s closing price on 23 July 2025, the offer implies a value of approximately A$0.155 per Warriedar share, representing a 29% premium to Warriedar’s closing share price on the same day. The Warriedar Board has unanimously recommended the Scheme, subject to the absence of a superior proposal and an independent expert concluding the Scheme is in the best interests of Warriedar shareholders.
Major shareholders, representing approximately 14.5% of Warriedar’s issued shares, intend to vote in favour of the Scheme, pending the same qualifications. Warriedar’s Managing Director, Amanda Buckingham, will join Capricorn as a consultant for 12 months to support key activities. The parties have agreed to a separate scheme for Warriedar listed options, exchanging them for new Capricorn options at the same ratio, terms and maturity dates. Capricorn intends to seek quotation of these options on the ASX.
