Warriedar Shareholders Offered 4.66% Stake in Capricorn Metals via Court-Approved Scheme
Warriedar Resources Limited (ASX, WA8) has moved closer to acquisition by Capricorn Metals Ltd (ASX, CMM) through a court-approved scheme offering Warriedar shareholders a significant premium. The transaction promises exposure to Capricorn's producing assets and diversification benefits.
- Court-approved share and option scheme for Warriedar acquisition
- Warriedar shareholders to receive one Capricorn share per 62 Warriedar shares
- Implied value of approximately A$0.199 per Warriedar share
- Unanimous Warriedar Board recommendation supported by Independent Expert
- Scheme meetings scheduled for 6 November 2025 with implementation by late November
A Transformational Acquisition in the Gold Sector
Warriedar Resources Limited (ASX, WA8) has announced a significant step towards its acquisition by Capricorn Metals Ltd (ASX, CMM) through a court-approved scheme of arrangement. The proposed transaction, valued at approximately A$227 million, will see Warriedar shareholders receive one new Capricorn share for every 62 Warriedar shares held, implying a value of around A$0.199 per share. This represents a substantial premium to Warriedar's recent trading prices and reflects the market's confidence in the combined entity's prospects.
Board Endorsement and Independent Validation
The Warriedar Board has unanimously recommended the scheme, emphasizing the strategic benefits of joining forces with Capricorn. This recommendation is bolstered by an Independent Expert's Report from BDO Corporate Finance Australia Pty Ltd, which concludes that the scheme is fair and reasonable and in the best interests of Warriedar shareholders and optionholders, provided no superior proposal emerges.
Unlocking Value and Diversification
Capricorn Metals is a well-established gold producer with key assets including the Karlawinda Gold Project and the Mt Gibson Gold Project in Western Australia. The acquisition of Warriedar will add the Golden Range and Fields Find projects to Capricorn's portfolio, offering Warriedar shareholders exposure to immediate gold production and a diversified asset base. Capricorn's strong balance sheet and operational expertise are expected to de-risk the development of Warriedar's projects, which are currently at the exploration and development stages.
Transaction Details and Timetable
The scheme meetings for both Warriedar shareholders and optionholders are scheduled for 6 November 2025, with proxy voting closing on 4 November. Subject to shareholder and court approvals, the scheme is expected to become effective by 14 November 2025, with implementation and issuance of Capricorn shares and options to Warriedar securityholders by 25 November. Warriedar is then expected to be delisted from the ASX by 26 November 2025.
Market and Shareholder Sentiment
While the scheme has the support of the Warriedar Board and major shareholders controlling approximately 16.3% of shares, some shareholders representing nearly 10% have indicated opposition. The final outcome will depend on the vote at the scheme meetings and subsequent court approval. Investors should also note that the exact value of the scheme consideration is subject to Capricorn's share price at implementation, introducing some variability in returns.
Looking Ahead
The acquisition marks a strategic consolidation in Western Australia's gold sector, combining Warriedar's promising exploration assets with Capricorn's producing mines and development projects. The combined entity aims to leverage operational synergies and financial strength to unlock value and pursue growth opportunities. Market participants will be closely watching the shareholder vote and integration progress in the coming months.
Bottom Line?
As Warriedar shareholders prepare to vote, the market awaits the next chapter in Capricorn's growth and the potential reshaping of Western Australia's gold landscape.
Questions in the middle?
- Will any superior proposal emerge to challenge the scheme before the shareholder vote?
- How will Capricorn integrate Warriedar's exploration projects with its existing operations?
- What impact will fluctuations in Capricorn's share price have on the ultimate value received by Warriedar shareholders?
