Merger Risks Loom as Torque and Aston Await Independent Expert’s Verdict
Torque Metals and Aston Minerals have updated shareholders on their merger, confirming the share exchange ratio and appointing an independent expert to assess the deal's fairness.
- Aston shareholders to receive 1 Torque share for every 5.2 Aston shares
- Independent expert BDO Corporate Finance appointed to review merger fairness
- Torque to acquire 100% of Aston’s unlisted options under specified terms
- Post-merger ownership split expected to be 50/50 between Torque and Aston shareholders
- Scheme Implementation Deed amended to reflect updated option acquisition terms
Merger Terms Finalised
Torque Metals Limited (ASX: TOR) and Aston Minerals Limited (ASX: ASO) have provided a significant update on their proposed merger, initially announced on 28 January 2025. The companies confirmed that Aston shareholders will receive one Torque share for every 5.2 Aston shares held, a ratio derived from the 30-day volume weighted average price (VWAP) of both companies’ shares prior to the merger announcement. This exchange ratio sets the stage for an equal ownership split of 50% between Torque and Aston shareholders in the merged entity, excluding the impact of a recent Torque placement.
Independent Expert to Assess Fairness
To ensure transparency and provide shareholders with an objective assessment, Aston Minerals has appointed BDO Corporate Finance Australia Pty Ltd as the independent expert. This expert will evaluate the fairness and reasonableness of the merger, including the treatment of Aston’s outstanding options exercisable at $0.09 before October 2025. The appointment of an independent expert is a critical step in securing shareholder confidence and regulatory approval for the transaction.
Options Acquisition and Scheme Amendments
Torque Metals will also acquire Aston’s unlisted options under the merger terms. Specifically, Torque will seek to acquire all Scheme Options on a basis of one Torque share for every 2,500 options held. Additionally, holders of Aston options with an exercise price of $0.15 expiring in April 2026 will be offered one Torque share for every 1,219 options held. These arrangements are contingent on Aston’s removal from the ASX official list post-merger. The Scheme Implementation Deed has been amended to reflect these updated terms, ensuring clarity and alignment between both parties.
Strategic Implications
The merger represents a strategic consolidation in the mining sector, potentially enhancing the combined entity’s scale and resource portfolio. By merging, Torque and Aston aim to leverage synergies and improve market positioning. However, the final outcome remains dependent on the independent expert’s report and subsequent shareholder and regulatory approvals. Both companies have demonstrated commitment to a smooth transition, as evidenced by the detailed terms and transparent communication.
Next Steps
Shareholders can expect the independent expert’s report in due course, which will be pivotal in guiding voting decisions. Meanwhile, the companies will proceed with formal offers to option holders and continue to engage with regulators. The market will be watching closely to see how this merger shapes the competitive landscape in the Australian mining sector.
Bottom Line?
As the merger progresses, the independent expert’s verdict will be the key catalyst shaping investor sentiment and the deal’s ultimate success.
Questions in the middle?
- Will the independent expert endorse the merger as fair and reasonable to Aston shareholders?
- How will the recent Torque share placement affect the post-merger ownership structure?
- What are the potential operational synergies and risks once the merger is completed?
