Merger Creates $5M-Backed Gold Explorer with 1.75 Million Ounces in Resources

Strategic Merger Announcement

Torque Metals Limited (ASX: TOR) and Aston Minerals Limited (ASX: ASO) have entered into a binding scheme implementation deed to merge their businesses, creating a growth-focused gold exploration company with a combined resource base of 1.75 million ounces of gold. This all-scrip transaction will see shareholders of both companies owning equal stakes in the merged entity, reflecting a merger of equals.

The merger consolidates two highly prospective gold projects: the Paris Gold Project in Western Australia, boasting 250,000 ounces at a robust 3.1 g/t gold grade, and the Edleston Gold Project in Ontario, Canada, which holds a substantial 1.5 million ounces at 1.0 g/t gold. Together, these projects span over 1,500 square kilometres in two of the world’s premier mining jurisdictions.

Financial Strength and Strategic Investment

The combined entity will enter the market with a pro-forma cash position exceeding $5 million, bolstered by a $4 million cash injection from Aston into Torque prior to costs. Additionally, entities related to key figures Tolga Kumova and Evan Cranston will invest $1 million at $0.05 per share, further strengthening the balance sheet and signaling confidence in the merged company’s exploration upside.

This financial foundation is critical as the company plans to aggressively advance exploration activities across both projects, capitalising on the current favourable gold price environment. The merger also includes an interim unsecured loan facility from Aston to Torque, providing up to $1.2 million to support working capital and transaction costs during implementation.

Leadership and Governance

The merger brings a refreshed board composition designed to steer the combined company through its next growth phase. Evan Cranston has been appointed as a Non-Executive Director of Torque, with Tolga Kumova invited to join the board upon completion. Existing leadership remains intact with Cristian Moreno as Managing Director and Andrew Woskett as Chairman, ensuring continuity alongside new strategic perspectives.

Project Highlights and Growth Potential

The Paris Gold Project, located near Kalgoorlie in the Western Australian Goldfields, features a high-grade mineral resource estimate of 250,000 ounces at 3.1 g/t gold. The project covers approximately 1,200 square kilometres and remains only partially tested, offering significant potential for resource expansion along a 57-kilometre prospective corridor.

Meanwhile, the Edleston Gold Project in Ontario’s Abitibi Greenstone Belt is a substantial asset with 1.5 million ounces of gold at 1.0 g/t. Situated near established mining hubs such as Timmins and Kirkland Lake, the project benefits from excellent infrastructure and skilled labour availability. Exploration to date has tested only 20% of the strike length, indicating considerable upside potential.

Transaction Terms and Next Steps

Under the scheme, Aston shareholders will receive one Torque share for every 5.2 Aston shares held, based on recent volume-weighted average prices. The merger is subject to customary conditions including shareholder and court approvals, with the Aston board unanimously recommending the scheme in the absence of a superior proposal.

The timetable anticipates shareholder meetings and court hearings through mid-April 2025, with implementation expected by late April or early May. A detailed scheme booklet will be distributed to Aston shareholders outlining the full terms and independent expert assessments.

Overall, this merger represents a strategic consolidation in the gold exploration sector, combining complementary assets and expertise to create a well-capitalised entity poised for growth in two of the world’s most attractive gold provinces.