Merger Creates 1.75 Million Ounce Gold Portfolio Across Australia and Canada
Aston Minerals Limited and Torque Metals Limited have announced a strategic merger to create a growth-focused gold exploration company with combined resources of approximately 1.75 million ounces across projects in Western Australia and Ontario, Canada.
- Merger creates a 50/50 ownership entity combining Aston Minerals and Torque Metals
- Combined gold resources total approximately 1.75 million ounces
- Key projects include Paris Gold Project (Western Australia) and Edleston Project (Ontario, Canada)
- Merger subject to shareholder and court approvals, with unanimous board support
- Minimal exploration expenditure reported during the quarter; ongoing divestment of non-core assets
Strategic Merger Announcement
On 28 January 2025, Aston Minerals Limited (ASX: ASO) and Torque Metals Limited announced a merger agreement to form a well-funded, growth-focused gold exploration company. The merger, structured as a Scheme of Arrangement under the Corporations Act 2001 (Cth), will see Torque acquire 100% of Aston's shares and unlisted options. Post-merger, shareholders of both companies will hold equal 50% stakes in the combined entity.
This union aims to leverage the complementary strengths of both companies, combining significant gold resources and exploration assets in two Tier-1 jurisdictions: the Western Australian Goldfields and Ontario, Canada.
Combined Gold Resources and Key Projects
The merged entity will control approximately 1.75 million ounces of gold resources. The Paris Gold Project in Western Australia contributes around 250,000 ounces at a grade of 3.1 g/t Au across roughly 1,200 square kilometres. Meanwhile, the Edleston Project in Ontario, Canada, boasts a maiden resource of 1.5 million ounces at 1.0 g/t Au within the prolific Greenstone Belt.
These projects provide a strong foundation for ongoing exploration and potential resource growth, supported by a robust cash position to fund activities. The companies have also indicated plans to divest non-core assets, focusing capital and management attention on these flagship gold projects.
Transaction Details and Approvals
The merger terms include a share exchange ratio of one Torque share for every 5.2 Aston shares held. Torque will also acquire Aston’s unlisted options through option schemes of arrangement, with specific terms for options expiring in 2025 and 2026. The transaction is contingent on customary conditions, including approval by Aston shareholders and option holders at meetings scheduled for 22 May 2025, court approval, and the absence of any superior proposal.
Both companies’ boards have unanimously recommended the merger, viewing it as in the best interests of shareholders and option holders. The Scheme Booklet detailing the merger terms and voting procedures has been dispatched to shareholders.
Quarterly Operational and Financial Update
During the quarter ending 31 March 2025, Aston Minerals reported limited exploration expenditure of approximately $164,000, reflecting a period of transition ahead of the merger completion. The company continues to focus on divesting non-core assets and maintaining a strong cash balance of nearly $2.8 million at quarter-end.
Operating cash outflows were $277,000 for the quarter, with no significant investing or financing cash flows reported. Payments to related parties comprised director and company secretarial fees totaling $150,000. The company confirms it has sufficient funding to continue its operations through the merger process.
Outlook and Market Positioning
The merger positions the combined entity as a significant player in the gold exploration sector, with a diversified portfolio spanning two highly prospective jurisdictions. The strong resource base and cash backing provide a platform for accelerated exploration and potential resource upgrades.
Investors will be watching closely as the merger progresses through shareholder and regulatory approvals, with the potential to unlock value through operational synergies and enhanced market presence.
Bottom Line?
The merger sets the stage for a new gold exploration powerhouse, but market eyes remain on shareholder votes and regulatory green lights.
Questions in the middle?
- Will the merger receive the necessary shareholder and court approvals without a competing proposal?
- How will the combined entity prioritize exploration spending across the Paris and Edleston projects?
- What are the plans for integrating management and operational teams post-merger?
