Scheme Implementation Deed

Welcome to Warriedar Resources Limited's Scheme Implementation Deed website. Please read through the Scheme BookletOpens in new window to learn more about the scheme.

Overview of the Schemes

On 24 July 2025, Warriedar announced that it had entered into a binding Scheme Implementation Deed pursuant to which Capricorn will, subject to the satisfaction of various conditions, acquire all of the Warriedar Shares by way of a Warriedar Board recommended Share Scheme. Unless otherwise specified, capitalised terms have the same meaning as given in the Scheme Booklet.

As part of the Share Scheme, Warriedar Shareholders (other than Ineligible Foreign Shareholders and Relevant Small Parcel Holders) will each receive one New Capricorn Share for every 62 Warriedar Shares held as at the Record Date (Share Scheme Consideration), implying a value of A$0.199 per Warriedar Share as at 24 September 2025, being the Last Practicable Date prior to the filing of the Scheme Booklet with ASIC.1

In addition, Warriedar and Capricorn have also agreed terms for a separate scheme of arrangement pursuant to which Capricorn will acquire all of the outstanding Warriedar Listed Options under the Option Scheme. Warriedar Listed Optionholders (other than Ineligible Foreign Optionholders) will each receive one New Capricorn Option for every 62 Warriedar Listed Options held as at the Record Date (Option Scheme Consideration).

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. Should the Schemes be implemented, Warriedar Securityholders will hold approximately 4.66% of the Enlarged Group (on a diluted basis).2

The purpose of the 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) and certain risks relating to the Schemes and to the Enlarged Group (refer to Section 8 of the 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.3 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 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.

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 Capricorn's closing share price of $12.34 on 24 September 2025, being the Last Practicable Date prior to the filing of the Scheme Booklet with ASIC. The implied value of the Share Scheme Consideration will change with fluctuations in the Capricorn Share price.

2 Based on the 1,195,615,371 Warriedar Shares, 77,968,358 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 the Last Practicable Date. 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 21,174,217 New Capricorn Shares issued to Warriedar Securityholders, inclusive of approximately 1,257,555 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.

3 In respect to the unanimous recommendations 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 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. As further detailed in Section 3.10 of the Scheme Booklet, the total value of the 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 $8,234,291, calculated as at the Last Practicable Date, using the Share Scheme Consideration per Warriedar Share, Option Scheme Consideration per Warriedar Listed Option and the last recorded trading price of Capricorn Shares on ASX ($12.34). 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.

How to Vote

Warriedar Securityholders who are entitled to vote can vote in the following ways.

  1. Voting in person
    By attending the relevant Scheme Meeting at Park Business Centre, 45 Ventnor Avenue, West Perth.
  2. Voting by proxy
    By lodging a Proxy Form in one of the following ways:
    • online: at https://au.investorcentre.mpms.mufg.com/voting/wa8Opens in new window (to use this facility, Warriedar Securityholders will need their SRN or HIN as shown on the front of the Proxy Form as well as their registered postcode/country details);
    • by mail: in the reply-paid envelope provided with the Proxy Form to MUFG Corporate Markets (AU) Limited, Locked Bag A14, Sydney South NSW 1235 Australia; or
    • by fax: to the Share Registry at +61 2 9287 0309 (both within and outside Australia).
  3. Voting by corporate representative
    By an individual appointed to attend and vote at the relevant Scheme Meeting as the corporate representative of the Warriedar Securityholder, if the Warriedar Securityholder is a body corporate. This appointment must comply with the requirements of the Corporations Act. The corporate representative must ensure that Warriedar has received a certificate of appointment and any authority under which the appointment is signed, prior to the relevant Scheme Meeting (unless this has previously been provided to Warriedar).
  4. Voting by attorney
    By appointing an attorney to attend and vote at the relevant Scheme Meeting on your behalf. An attorney may only vote at the relevant Scheme Meeting if the instrument appointing the attorney, and the authority under which the instrument is signed or a certified copy of the authority are provided to Warriedar prior to the relevant Scheme Meeting (unless it has been previously provided to Warriedar).

Proxy Forms must be received by the Share Registry by 3:00pm (AWST) on Tuesday, 4 November 2025 for the Share Scheme Meeting and 4:00pm (AWST) on Tuesday, 4 November 2025 for the Option Scheme Meeting.

Frequently Asked Questions

For the full FAQs, please read through the Scheme bookletOpens in new window.

Key Dates

Event Date1

Date of the Scheme Booklet

26 September 2025

Last date for lodgement of Proxy Forms  

Last time and date for Proxy Forms or powers of attorney to be received by the Share Registry for the Scheme Meetings.  

In respect of the Share Scheme Meeting, 3:00pm (AWST) on Tuesday, 4 November 2025 

In respect of the Option Scheme Meeting, 4:00pm (AWST) on Tuesday, 4 November 2025 

Eligibility to vote at the Share Scheme Meeting 

Time and date for determining eligibility of Warriedar Shareholders to vote at the Share Scheme Meeting.

7:00pm (AWST) on Tuesday, 4 November 2025

Eligibility to vote at the Option Scheme Meeting 

Time and date for determining eligibility of Warriedar Listed Optionholders to vote at the Option Scheme Meeting

7:00pm (AWST) on Tuesday, 4 November 2025
Share Scheme Meeting   3:00pm (AWST) on Thursday, 6 November 2025 
Option Scheme Meeting Later of 4:00pm (AWST) on Thursday, 6 November 2025 and conclusion of the Share Scheme Meeting 

If the Scheme Resolutions are approved by the Requisite Majorities of Warriedar Securityholders at the Scheme Meetings2

Second Court Date

Warriedar to apply for Court orders approving the Schemes  

10:30am (AWST) on Thursday, 13 November 2025  

Effective Date

Friday, 14 November 2025 

Last date of trading of Warriedar Shares on ASX

Friday, 14 November 2025 

Last time and date to receive Opt-in Notices

Small Parcel Holders who do not wish to receive New Capricorn Shares may elect to participate in the Sale Facility by completing and returning an Opt-in Notice.

5:00pm (AWST) on Monday, 17 November 2025 
New Capricorn Shares to commence trading on ASX on a deferred settlement basis Monday, 17 November 2025

Record Date

Record Date to determine entitlement to receive the Share Scheme Consideration and Option Scheme Consideration.

7:00pm (Sydney time) on Tuesday, 18 November 2025

Implementation Date

Issue of Share Scheme Consideration and Option Scheme Consideration Despatch of statements confirming the issue of New Capricorn Shares and New Capricorn Options.

Tuesday, 25 November 2025
New Capricorn Shares expected to commence trading on ASX on a normal settlement basis Wednesday, 26 November 2025

Delisting of Warriedar from ASX

Termination of official quotation of Warriedar Shares and Warriedar Listed Options on ASX and Warriedar to be removed from the official list of ASX

Wednesday, 26 November 2025

1 All stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Warriedar and Capricorn, including the Court approval process and the satisfaction or waiver (where applicable) of the conditions precedent to the completion of the Schemes by each of Warriedar and Capricorn. Any changes to the above timetable will be announced to ASX and will be available under Warriedar's profile on ASX at https://www.asx.com.au/. Except where indicated, all references to time in the Scheme Booklet are references to AWST. 

2 The remainder of this timetable assumes that the Option Scheme is also approved by Warriedar Listed Optionholders. If the Share Scheme is approved but the Option Scheme is not, the Share Scheme may still be implemented (subject to the satisfaction or waiver of the remaining conditions precedent to implementation of the Share Scheme).

Unlocking gold potential in WA

Warriedar Share Registry

MUFG Corporate Markets (AU) Limited
Liberty Place
Level 41, 161 Castlereagh Street
Sydney NSW 2000

Phone: 1300 554 474 (toll free within Australia)
Email: support@cm.mpms.mufg.com

Warriedar Contact Details

Warriedar Resources Limited
ACN 147 678 779
Level 8, 216 St Georges Terrace
PERTH, WA, AUSTRALIA, 6000

Phone: +61 08 9481 0389
Website: reception@johnslyng.com.auOpens in new window

Any further questions?

If you have questions in relation to the Scheme, you should refer to the Frequently Asked Questions in Section 2 of the Scheme Booklet or contact the Warriedar Information Line on 1800 336 109 (within Australia) or +61 1800 336 109 (if outside Australia) Monday to Friday (excluding public holidays) between 8.30am and 5.30pm (AWST). Alternatively, you should consult your legal, financial, taxation or other professional adviser.

What are the Schemes?Collapsed
Who is Capricorn?Collapsed
What are the prospects of a Superior Proposal? / What happens if a Superior Proposal emerges?Collapsed
What are my options as a Warriedar Securityholder?Collapsed
When will I receive the Share Scheme Consideration and/or the Option Scheme Consideration?Collapsed
Will I be able to trade my New Capricorn Shares and New Capricorn Options on the ASX?Collapsed
What is the Sale Facility?Collapsed
Who is a Relevant Small Parcel Holder?Collapsed
What is a Small Parcel Holder? Collapsed
What are my options if I am a Small Parcel Holder?Collapsed
Who is an Ineligible Foreign Holder?Collapsed
When and where will the Scheme Meetings be held?Collapsed