Overview of the Schemes
On 24 July 2025, Warriedar announced that it had entered into a binding Scheme Implementation Deed in relation to the proposed acquisition of Warriedar Resources Limited (ASX: WA8) (Warriedar or the Company) by Capricorn Metals Ltd (ASX: CMM) (Capricorn) pursuant to which it is proposed that Capricorn will, subject to the satisfaction of various conditions, acquire:
- all of the fully paid ordinary shares in Warriedar by way of a share scheme of arrangement (Share Scheme); and
- all of the listed options in Warriedar by way of an option scheme of arrangement (Option Scheme),
(together, the Schemes) under Part 5.1 of the Corporations Act 2001 (Cth). Unless otherwise specified, capitalised terms have the same meaning as given in the Warriedar Scheme Booklet dated 26 September 2025 (Scheme Booklet) or the Warriedar Supplementary Scheme Booklet dated 14 October 2025 (Supplementary Scheme Booklet).
On 7 October 2025, Warriedar announced that Capricorn had provided a revised offer, increasing the consideration payable under the Share Scheme from 1 Capricorn Share for every 62 Warriedar Shares held to 1 Capricorn Share for every 52.75 Warriedar Shares held (Revised Share Scheme Consideration).
Warriedar and Capricorn have also agreed revised terms for the Option Scheme pursuant to which the outstanding Warriedar Listed Options will be exchanged for New Capricorn Options at a revised ratio of 1 New Capricorn Option for every 52.75 Warriedar Listed Options held (Revised Option Scheme Consideration), and the exercise price of the New Capricorn Options will be amended to $5.275 per New Capricorn Option.
New Capricorn Shares and New Capricorn Options that would have otherwise been issued to Ineligible Foreign Holders, and New Capricorn Shares that would have otherwise been issued to Relevant Small Parcel Holders, will be issued to the Sale Agent and on-sold through the Sale Facility, with the Net Proceeds of such sale to be remitted to the Ineligible Foreign Holders or Relevant Small Parcel Holders (as applicable). Refer to Sections 3.4 and 3.5 of the Scheme Booklet for further information on the treatment of Ineligible Foreign Holders and Relevant Small Parcel Holders, and refer to Section 3.6 of the Scheme Booklet for further information on the operation of the Sale Facility.
Warriedar Shareholders are being asked to vote in relation to the Share Scheme, and Warriedar Listed Optionholders are being asked to vote in relation to the Option Scheme. Based on the Revised Share Scheme Consideration and Revised Option Scheme Consideration (together, the Revised Consideration), if the Schemes are implemented, Warriedar Securityholders will own approximately 5.44% of the Enlarged Group (on a diluted basis).1
The purpose of the Scheme Booklet and the Supplementary Scheme Booklet is to assist you in making an informed decision about how to vote in respect of the Schemes and contains important information, including the reasons to vote in favour of, or against, the Schemes (refer to Section 1 of the Scheme Booklet), certain risks relating to the Schemes and to the Enlarged Group (refer to Section 8 of the Scheme Booklet), and information regarding the Revised Consideration (refer to Section 1 of the Supplementary Scheme Booklet).
Warriedar Board Recommendation
The Warriedar Directors have considered the advantages and disadvantages of the Schemes and concluded that the Schemes are in the best interests of Warriedar Securityholders. Your Warriedar Directors unanimously recommend that Warriedar Securityholders vote in favour of the Scheme relevant to them, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the relevant Scheme is in the best interests of Warriedar Securityholders.2 Subject to those same qualifications, each Warriedar Director intends to vote, or procure the voting of, all Warriedar Securities in which he or she has a Relevant Interest in favour of the relevant Scheme at the relevant Scheme Meetings.
In reaching their unanimous recommendation, the Warriedar Directors have considered various strategic alternatives for the future of Warriedar, including funding and developing the Golden Range and Fields Find Projects on a standalone basis. In considering these alternatives, the Warriedar Directors have had regard to the costs and risks associated with continuing to develop the Golden Range and Fields Find Projects on a standalone basis, versus Capricorn's proven experience in further developing large scale gold projects, together with its strong balance sheet. After considering these alternatives, the Warriedar Directors formed the view that the combination of value and certainty offered by Capricorn is likely to deliver a superior outcome for Warriedar Securityholders compared to what would otherwise be available, on a future risk adjusted basis, if Warriedar continued to operate as a standalone entity.
Independent Expert's Report
The Warriedar Directors have appointed BDO Corporate Finance Australia Pty Ltd as the Independent Expert. The Independent Expert has considered the Revised Consideration and concluded that the:
- Share Scheme is fair and reasonable and in the best interests of Warriedar Shareholders in the absence of a Superior Proposal; and
- Option Scheme is fair and reasonable and in the best interests of Warriedar Listed Optionholders in the absence of a Superior Proposal.
The Warriedar Board encourages you to read and consider the Independent Expert’s Report (which is contained in Annexure A to the Scheme Booklet) and the Supplementary Independent Expert's Report (which is contained in Annexure A of the Supplementary Scheme Booklet).
Your vote is important
Your vote is important and the Warriedar Directors encourage you to vote by attending the Share Scheme Meeting and/or the Option Scheme Meeting (as applicable), each of which is to be held at Park Business Centre, 45 Ventnor Avenue, West Perth on Thursday, 6 November 2025, or otherwise by following the voting instructions in Section 4.9 of the Scheme Booklet.
If you want the Schemes to proceed, it is important that you vote in favour of the relevant Scheme.
1 Based on the 1,197,275,267 Warriedar Shares, 76,308,462 Warriedar Listed Options, 5,000,000 Warriedar Unlisted Options, 39,217,666 Warriedar Performance Rights and 431,616,488 Capricorn Shares outstanding, in each case as at Thursday, 9 October 2025 (being the last practicable date prior to the registration of the Supplementary Scheme Booklet with ASIC). Assumes the Warriedar Performance Rights are converted into Warriedar Shares prior to the Record Date and the Warriedar Unlisted Options are cancelled for cash consideration. Assumes 24,887,231 New Capricorn Shares issued to Warriedar Securityholders, inclusive of approximately 1,446,606 New Capricorn Shares to be issued if the New Capricorn Options are exercised immediately following the Implementation Date, and inclusive of the New Capricorn Shares and New Capricorn Options to be issued to the Sale Agent and sold as contemplated by the terms of the Sale Facility.
2 In relation to the unanimous recommendation of the Warriedar Directors, Warriedar Securityholders should note that Warriedar Directors will receive certain benefits in connection with the Schemes, which are described in Section 3.10 and footnote 3 (located in the letter from Non-Executive Chairman of Warriedar) of the Scheme Booklet. In particular, in addition to holding Warriedar Shares (which will be dealt with in the same manner as all other Warriedar Shares under the Share Scheme), each Warriedar Director holds Warriedar Performance Rights which will vest on an accelerated basis in connection with the Share Scheme (consistent with the treatment of all other Warriedar Performance Rights and the resultant Warriedar Shares will be acquired in the same manner as all other Warriedar Shares), and Mr Dianmin Chen, Non-Executive Director, holds Warriedar Listed Options which will be dealt with in the same manner as all other Warriedar Listed Options under the Option Scheme. The total value of the Warriedar Securities held by the Warriedar Directors (including the Warriedar Performance Rights which vest prior to the Record Date, and the Warriedar Listed Options held by Mr Chen) is approximately $10,919,401, calculated using the Revised Scheme Consideration per Warriedar Share, Revised Option Scheme Consideration per Warriedar Listed Option and the last recorded trading price of Capricorn Shares on ASX ($13.90) as at Thursday, 9 October 2025 (being the last practicable date prior to the registration of the Supplementary Scheme Booklet with ASIC). If the Schemes are implemented, the existing Warriedar Directors will resign and upon termination of the Buckingham Agreement, Dr Amanda Buckingham, Managing Director will be entitled to receive a payment of $53,333 as payment in lieu of the two months' notice. The Buckingham Agreement also provides for an additional payment in certain circumstances if Warriedar terminates the Buckingham Agreement. Refer to Section 11.3(c) of the Scheme Booklet for further information. Dr Buckingham will join Capricorn as a consultant for a period of 12 months from the Implementation Date and will be entitled to receive consultancy fees under that arrangement (as detailed in Section 7.5(b) of the Scheme Booklet). Each of the Warriedar Directors considers that it is appropriate for them to make a recommendation in relation to the Schemes, as each of them believes that the benefits are not of such materiality to them that they impact their consideration of the Schemes, or their ability to make a recommendation to Warriedar Securityholders.
Overview of the Schemes
On 24 July 2025, Warriedar announced that it had entered into a binding Scheme Implementation Deed in relation to the proposed acquisition of Warriedar Resources Limited (ASX: WA8) (Warriedar or the Company) by Capricorn Metals Ltd (ASX: CMM) (Capricorn) pursuant to which it is proposed that Capricorn will, subject to the satisfaction of various conditions, acquire:
- all of the fully paid ordinary shares in Warriedar by way of a share scheme of arrangement (Share Scheme); and
- all of the listed options in Warriedar by way of an option scheme of arrangement (Option Scheme),
(together, the Schemes) under Part 5.1 of the Corporations Act 2001 (Cth). Unless otherwise specified, capitalised terms have the same meaning as given in the Warriedar Scheme Booklet dated 26 September 2025 (Scheme Booklet) or the Warriedar Supplementary Scheme Booklet dated 14 October 2025 (Supplementary Scheme Booklet).
On 7 October 2025, Warriedar announced that Capricorn had provided a revised offer, increasing the consideration payable under the Share Scheme from 1 Capricorn Share for every 62 Warriedar Shares held to 1 Capricorn Share for every 52.75 Warriedar Shares held (Revised Share Scheme Consideration).
Warriedar and Capricorn have also agreed revised terms for the Option Scheme pursuant to which the outstanding Warriedar Listed Options will be exchanged for New Capricorn Options at a revised ratio of 1 New Capricorn Option for every 52.75 Warriedar Listed Options held (Revised Option Scheme Consideration), and the exercise price of the New Capricorn Options will be amended to $5.275 per New Capricorn Option.
New Capricorn Shares and New Capricorn Options that would have otherwise been issued to Ineligible Foreign Holders, and New Capricorn Shares that would have otherwise been issued to Relevant Small Parcel Holders, will be issued to the Sale Agent and on-sold through the Sale Facility, with the Net Proceeds of such sale to be remitted to the Ineligible Foreign Holders or Relevant Small Parcel Holders (as applicable). Refer to Sections 3.4 and 3.5 of the Scheme Booklet for further information on the treatment of Ineligible Foreign Holders and Relevant Small Parcel Holders, and refer to Section 3.6 of the Scheme Booklet for further information on the operation of the Sale Facility.
Warriedar Shareholders are being asked to vote in relation to the Share Scheme, and Warriedar Listed Optionholders are being asked to vote in relation to the Option Scheme. Based on the Revised Share Scheme Consideration and Revised Option Scheme Consideration (together, the Revised Consideration), if the Schemes are implemented, Warriedar Securityholders will own approximately 5.44% of the Enlarged Group (on a diluted basis).1
The purpose of the Scheme Booklet and the Supplementary Scheme Booklet is to assist you in making an informed decision about how to vote in respect of the Schemes and contains important information, including the reasons to vote in favour of, or against, the Schemes (refer to Section 1 of the Scheme Booklet), certain risks relating to the Schemes and to the Enlarged Group (refer to Section 8 of the Scheme Booklet), and information regarding the Revised Consideration (refer to Section 1 of the Supplementary Scheme Booklet).
Warriedar Board Recommendation
The Warriedar Directors have considered the advantages and disadvantages of the Schemes and concluded that the Schemes are in the best interests of Warriedar Securityholders. Your Warriedar Directors unanimously recommend that Warriedar Securityholders vote in favour of the Scheme relevant to them, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the relevant Scheme is in the best interests of Warriedar Securityholders.2 Subject to those same qualifications, each Warriedar Director intends to vote, or procure the voting of, all Warriedar Securities in which he or she has a Relevant Interest in favour of the relevant Scheme at the relevant Scheme Meetings.
In reaching their unanimous recommendation, the Warriedar Directors have considered various strategic alternatives for the future of Warriedar, including funding and developing the Golden Range and Fields Find Projects on a standalone basis. In considering these alternatives, the Warriedar Directors have had regard to the costs and risks associated with continuing to develop the Golden Range and Fields Find Projects on a standalone basis, versus Capricorn's proven experience in further developing large scale gold projects, together with its strong balance sheet. After considering these alternatives, the Warriedar Directors formed the view that the combination of value and certainty offered by Capricorn is likely to deliver a superior outcome for Warriedar Securityholders compared to what would otherwise be available, on a future risk adjusted basis, if Warriedar continued to operate as a standalone entity.
Independent Expert's Report
The Warriedar Directors have appointed BDO Corporate Finance Australia Pty Ltd as the Independent Expert. The Independent Expert has considered the Revised Consideration and concluded that the:
- Share Scheme is fair and reasonable and in the best interests of Warriedar Shareholders in the absence of a Superior Proposal; and
- Option Scheme is fair and reasonable and in the best interests of Warriedar Listed Optionholders in the absence of a Superior Proposal.
The Warriedar Board encourages you to read and consider the Independent Expert’s Report (which is contained in Annexure A to the Scheme Booklet) and the Supplementary Independent Expert's Report (which is contained in Annexure A of the Supplementary Scheme Booklet).
Your vote is important
Your vote is important and the Warriedar Directors encourage you to vote by attending the Share Scheme Meeting and/or the Option Scheme Meeting (as applicable), each of which is to be held at Park Business Centre, 45 Ventnor Avenue, West Perth on Thursday, 6 November 2025, or otherwise by following the voting instructions in Section 4.9 of the Scheme Booklet.
If you want the Schemes to proceed, it is important that you vote in favour of the relevant Scheme.
1 Based on the 1,197,275,267 Warriedar Shares, 76,308,462 Warriedar Listed Options, 5,000,000 Warriedar Unlisted Options, 39,217,666 Warriedar Performance Rights and 431,616,488 Capricorn Shares outstanding, in each case as at Thursday, 9 October 2025 (being the last practicable date prior to the registration of the Supplementary Scheme Booklet with ASIC). Assumes the Warriedar Performance Rights are converted into Warriedar Shares prior to the Record Date and the Warriedar Unlisted Options are cancelled for cash consideration. Assumes 24,887,231 New Capricorn Shares issued to Warriedar Securityholders, inclusive of approximately 1,446,606 New Capricorn Shares to be issued if the New Capricorn Options are exercised immediately following the Implementation Date, and inclusive of the New Capricorn Shares and New Capricorn Options to be issued to the Sale Agent and sold as contemplated by the terms of the Sale Facility.
2 In relation to the unanimous recommendation of the Warriedar Directors, Warriedar Securityholders should note that Warriedar Directors will receive certain benefits in connection with the Schemes, which are described in Section 3.10 and footnote 3 (located in the letter from Non-Executive Chairman of Warriedar) of the Scheme Booklet. In particular, in addition to holding Warriedar Shares (which will be dealt with in the same manner as all other Warriedar Shares under the Share Scheme), each Warriedar Director holds Warriedar Performance Rights which will vest on an accelerated basis in connection with the Share Scheme (consistent with the treatment of all other Warriedar Performance Rights and the resultant Warriedar Shares will be acquired in the same manner as all other Warriedar Shares), and Mr Dianmin Chen, Non-Executive Director, holds Warriedar Listed Options which will be dealt with in the same manner as all other Warriedar Listed Options under the Option Scheme. The total value of the Warriedar Securities held by the Warriedar Directors (including the Warriedar Performance Rights which vest prior to the Record Date, and the Warriedar Listed Options held by Mr Chen) is approximately $10,919,401, calculated using the Revised Scheme Consideration per Warriedar Share, Revised Option Scheme Consideration per Warriedar Listed Option and the last recorded trading price of Capricorn Shares on ASX ($13.90) as at Thursday, 9 October 2025 (being the last practicable date prior to the registration of the Supplementary Scheme Booklet with ASIC). If the Schemes are implemented, the existing Warriedar Directors will resign and upon termination of the Buckingham Agreement, Dr Amanda Buckingham, Managing Director will be entitled to receive a payment of $53,333 as payment in lieu of the two months' notice. The Buckingham Agreement also provides for an additional payment in certain circumstances if Warriedar terminates the Buckingham Agreement. Refer to Section 11.3(c) of the Scheme Booklet for further information. Dr Buckingham will join Capricorn as a consultant for a period of 12 months from the Implementation Date and will be entitled to receive consultancy fees under that arrangement (as detailed in Section 7.5(b) of the Scheme Booklet). Each of the Warriedar Directors considers that it is appropriate for them to make a recommendation in relation to the Schemes, as each of them believes that the benefits are not of such materiality to them that they impact their consideration of the Schemes, or their ability to make a recommendation to Warriedar Securityholders.