Torque Metals and Aston Minerals have agreed to merge, creating a well-funded gold exploration entity with 1.75 million ounces of gold resources across premier projects in Western Australia and Ontario, Canada.
- Merger creates a 50/50 ownership split between Torque and Aston shareholders
- Combined gold resources total 1.75 million ounces across two Tier-1 jurisdictions
- Pro-forma cash position exceeds $5 million to support exploration
- Strategic $1 million placement by key investors Tolga Kumova and Evan Cranston
- Restructured board with new appointments to drive growth
A Strategic Union in Gold Exploration
Torque Metals Limited (ASX, TOR) and Aston Minerals Limited (ASX, ASO) have announced a binding agreement to merge, forming a growth-focused gold exploration company with a commanding presence in two of the world’s most respected mining jurisdictions, Western Australia and Ontario, Canada. The merger, structured as an all-scrip transaction, will see Torque acquire 100% of Aston’s shares, with shareholders from both companies owning equal stakes in the combined entity.
This union brings together a substantial resource base of approximately 1.75 million ounces of gold, anchored by the Paris Gold Project in Western Australia and the Edleston Gold Project in Ontario. The combined entity will hold a dominant land position spanning roughly 1,510 square kilometres, positioning it well to capitalise on ongoing exploration opportunities.
Robust Financial Position and Strategic Investment
Backing this merger is a strong financial foundation, with pro-forma cash reserves exceeding $5 million. This includes a $4 million cash injection from Aston into Torque prior to costs, ensuring the merged company is well-capitalised to advance exploration in a favourable gold price environment. Additionally, entities linked to prominent investors Tolga Kumova and Evan Cranston have committed $1 million through a placement at $0.05 per share, further bolstering the company’s financial muscle.
These investors will also bring their expertise to the boardroom, with Evan Cranston appointed as a Non-Executive Director immediately and Tolga Kumova invited to join upon completion of the merger. Existing leadership remains intact, with Cristian Moreno continuing as Managing Director and Andrew Woskett as Chairman, providing continuity alongside fresh perspectives.
Project Highlights and Growth Potential
The Paris Gold Project, wholly owned by Torque, boasts a mineral resource estimate of 250,000 ounces at a high grade of 3.1 grams per tonne. Located in the prolific Western Australian Goldfields, the project covers an extensive 1,200 square kilometres and presents significant upside potential with multiple deposits partially tested and promising exploration targets identified.
Complementing this is Aston’s Edleston Gold Project in Ontario’s renowned Abitibi Greenstone Belt, home to some of the world’s richest gold deposits. Edleston holds a maiden resource estimate of 1.5 million ounces at 1.0 gram per tonne and covers approximately 310 square kilometres. The project’s location near established mining hubs like Timmins and Kirkland Lake provides logistical advantages and access to skilled labour.
Governance and Transaction Details
The merger will be executed via a Scheme of Arrangement under the Corporations Act, subject to shareholder and court approvals. Aston shareholders will receive one Torque share for every 5.2 Aston shares held, reflecting an offer price of $0.01 per Aston share based on recent volume-weighted average prices. The Aston board unanimously recommends the merger, citing the strategic benefits and enhanced growth prospects.
Torque will also acquire Aston’s unlisted options through option schemes, with detailed terms designed to align interests and facilitate a smooth transition. The merged board will be streamlined to four members, balancing continuity with new expertise to guide the company’s next phase of exploration and development.
Looking Ahead
With the merger expected to complete by late April or early May 2025, the combined entity is poised to leverage its strengthened financial position and expanded resource base to accelerate exploration programs. The dual-jurisdiction strategy offers diversification and exposure to two of the world’s most stable and resource-rich mining regions, enhancing the company’s appeal to investors seeking growth in the gold sector.
Bottom Line?
This merger sets the stage for a compelling exploration journey, but execution and market conditions will ultimately determine its success.
Questions in the middle?
- How will the merged entity prioritise exploration capital between the Paris and Edleston projects?
- What are the key risks that could delay or derail the scheme approval process?
- How might the market respond to the combined entity’s expanded resource base and cash position?