Torque and Aston Finalise Merger Terms with Independent Expert Onboard
Torque Metals and Aston Minerals have confirmed key terms of their all-scrip merger, appointing an independent expert to assess fairness. Aston shareholders will receive one Torque share for every 5.2 Aston shares held.
- Aston shareholders to receive 1 Torque share per 5.2 Aston shares
- Independent expert BDO Corporate Finance appointed to assess merger fairness
- Torque to acquire 100% of Aston’s unlisted options under specified exchange ratios
- Merger terms amended to reflect updated option acquisition offers
- Post-merger ownership split expected to be 50/50 between Torque and Aston shareholders
Merger Terms Confirmed
Torque Metals Limited (ASX: TOR) and Aston Minerals Limited (ASX: ASO) have provided a detailed update on their proposed merger, originally announced on 28 January 2025. The transaction, structured as an all-scrip deal, will see Torque acquire 100% of Aston, with Aston shareholders receiving one Torque share for every 5.2 Aston shares they hold. This exchange ratio was calculated based on the 30-day volume weighted average price (VWAP) of both companies’ shares prior to the merger announcement.
The merger is designed to create a combined entity with an equal ownership split, where Torque and Aston shareholders will each hold approximately 50% of the merged company’s shares, excluding the impact of a recent placement by Torque.
Independent Expert Appointment
To ensure transparency and fairness, Aston Minerals has appointed BDO Corporate Finance Australia Pty Ltd as the independent expert. This expert will provide an impartial report evaluating the fairness and reasonableness of the merger terms for Aston shareholders and holders of Aston’s options exercisable at $0.09 before October 2025. The involvement of an independent expert is a critical step in securing shareholder approval and regulatory compliance.
Options Acquisition and Scheme Amendments
Beyond the share exchange, Torque has outlined plans to acquire Aston’s unlisted options. Specifically, Torque will seek to acquire all of Aston’s Scheme Options at a ratio of one Torque share for every 2,500 options held. Additionally, offers will be made for Aston’s April 2026 Options, exercisable at $0.15, at a ratio of one Torque share for every 1,219 options held. These offers are contingent on Aston’s removal from the ASX official list.
The parties have formalised these terms through an amendment to the original Scheme Implementation Deed, ensuring the merger agreement accurately reflects the updated option acquisition arrangements. This amendment also clarifies the transaction ratios for both shares and options, providing certainty to all stakeholders involved.
Strategic Implications
The merger between Torque and Aston represents a strategic consolidation in the metals mining sector, potentially enhancing operational scale and resource base. The equal ownership split signals a partnership approach rather than a takeover, which may be reassuring to Aston shareholders. However, the relatively low exchange ratios for options holders suggest a careful balancing of value between the companies.
Market participants will be watching closely as the independent expert’s report is released and as shareholders consider the merits of the deal. The success of this merger could set a precedent for similar consolidations in the sector, especially among junior miners seeking scale and capital efficiency.
Bottom Line?
With terms set and an independent expert engaged, the merger’s next phase hinges on shareholder approval and regulatory green lights.
Questions in the middle?
- How will Aston shareholders respond to the 1-for-5.2 share exchange ratio?
- What impact will the option acquisition terms have on existing Aston option holders?
- Could this merger prompt further consolidation activity in the Australian metals mining sector?
