Warriedar Resources (ASX:WA8) to join Capricorn Metals in strategic gold sector consolidation

Warriedar Resources (ASX:WA8) has announced a proposed all-scrip acquisition by Capricorn Metals Limited, bringing together two complementary asset portfolios in a transformative deal for both companies.

Under the agreement, Capricorn will acquire 100 percent of Warriedar’s issued securities via a Court-approved scheme of arrangement.

Warriedar shareholders will receive one new Capricorn share for every 62 Warriedar shares held, representing a material premium to recent trading prices and the opportunity to participate in a larger, more diversified gold producer.

The transaction positions Warriedar’s flagship Golden Range and Fields Find Projects within a financially robust platform that includes Capricorn’s Karlawinda operation and Mt Gibson Gold Project.

Warriedar Managing Director Amanda Buckingham addresses five key questions from investors, outlining the rationale behind the deal, the strategic alignment between the companies, and what shareholders can expect moving forward.

What does this acquisition mean for Warriedar shareholders?

This transaction delivers immediate value while offering shareholders long-term upside in a more advanced and better capitalised gold company.

The implied offer price of approximately $0.155 per Warriedar share reflects a 29 percent premium to our last closing price, a 35 percent premium to the 30-day volume weighted average, and a 55 percent premium to the company’s recent capital raise.

The all share structure allows Warriedar shareholders to retain exposure to the development and exploration of our key assets through Capricorn, which has the financial strength and technical capacity to progress them at scale.

By becoming shareholders in Capricorn, Warriedar investors also benefit from enhanced liquidity, access to capital markets, and inclusion in major indices like the ASX200.

“This acquisition offers Warriedar shareholders a clear and immediate benefit, both in terms of value and future opportunity.”

How does the Golden Range Project fit into Capricorn’s broader strategy?

Golden Range is a strategic addition to Capricorn’s growing Western Australian gold portfolio.

The Ricciardo gold-antimony deposit adds 1.96 million gold equivalent ounces and sits on granted mining leases just 90 kilometres north of Capricorn’s Mt Gibson Gold Project, creating opportunities for regional development and infrastructure sharing.

The transaction also includes Fields Find and a 0.8 million tonne per annum processing plant, which, though currently on care and maintenance, provides Capricorn with future optionality.

Combined with the existing 6.8 million ounces in Capricorn’s Mineral Resource base, Golden Range lifts the company’s total resource inventory to over 9 million gold equivalent ounces.

“Golden Range is a highly strategic addition to Capricorn’s portfolio. It brings 2.3 million gold equivalent ounces into their resource base, made up of 1.38 million ounces of gold and 60,000 tonnes of antimony.”

What is the rationale behind Warriedar’s Board unanimously recommending the scheme?

The Board has carefully assessed the transaction and unanimously recommends the scheme in the absence of a superior proposal and subject to an independent expert concluding it is in the best interests of shareholders.

The offer reflects both the inherent value of our assets and the strategic benefits of combining with a more advanced producer.

Capricorn has a strong balance sheet, holding $356.4 million in cash and gold, and is debt free.

This financial strength significantly reduces the funding and development risks for Golden Range and Fields Find.

By aligning with Capricorn, our shareholders gain the benefits of scale, diversification, and technical capability while reducing exposure to capital markets volatility.

“The Warriedar Board has carefully considered the offer and unanimously supports it for several key reasons.”

Will there be continuity in Warriedar’s exploration efforts after the transaction?

Yes, continuity has been built into the structure of this transaction.

I will be joining Capricorn as a consultant for an initial 12-month term to support the integration process and help progress exploration across both Golden Range and the broader Capricorn portfolio.

This arrangement ensures that the Warriedar exploration team remains focused and that the detailed geological understanding we’ve developed is retained and applied effectively.

It also provides stability as we transition into Capricorn’s operating environment, with the aim of unlocking further resource growth.

“I’ve agreed to join Capricorn as a consultant for an initial 12-month period. This will ensure a seamless transition and allow me to continue working with the Warriedar exploration team on advancing key activities.”

What are the next steps for shareholders and optionholders?

We are now moving into the implementation phase.

A Scheme Booklet containing full details of the proposed acquisition, including the independent expert’s report, will be released to shareholders and optionholders in late September.

Meetings to vote on the scheme are scheduled for late October.

To proceed, the scheme must be approved by at least 75 percent of the votes cast and a majority of shareholders by number.

Subject to Court approval, the transaction is expected to be implemented in early November 2025. We encourage all stakeholders to read the materials carefully and participate in the process.

Regular updates will be provided to ensure transparency and engagement throughout.

Next Steps and Long-Term Vision

The combination of Warriedar Resources and Capricorn brings together strong asset bases, complementary regional footprints, and a shared commitment to unlocking long-term value in one of Australia’s most prospective gold provinces.

With financial strength, established infrastructure, and a proven development team, the merged entity is well positioned to advance Golden Range, support further exploration, and deliver returns to shareholders.

As we progress toward implementation, Warriedar remains focused on ensuring a smooth transition that retains the core strengths of both companies and sets the foundation for continued growth.

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