Warriedar Resources has sent out the Scheme Booklet to shareholders detailing its proposed acquisition of Capricorn Metals, with the Board unanimously recommending approval. Key meetings and court dates are set as the company moves toward a significant corporate milestone.
- Scheme Booklet dispatched to Warriedar securityholders
- Proposed 100% acquisition of Capricorn Metals via Court-approved scheme
- Shareholder and optionholder meetings scheduled for 6 November 2025
- Independent expert report finds scheme fair and reasonable
- Warriedar Board unanimously recommends voting in favour
Background to the Scheme
Warriedar Resources Limited (ASX, WA8) has formally dispatched the Scheme Booklet to its securityholders, marking a critical step in its proposed acquisition of Capricorn Metals Ltd (ASX, CMM). The acquisition is structured as a Court-approved scheme of arrangement, a common mechanism in Australian corporate transactions that requires shareholder and optionholder approval followed by Supreme Court sanction.
The Scheme Booklet contains detailed explanatory statements, notices convening meetings for both shareholders and optionholders, proxy forms, and an independent expert’s report. This report, prepared by BDO Corporate Finance Pty Ltd, concludes that the Scheme is fair and reasonable and in the best interests of Warriedar’s securityholders in the absence of a superior proposal.
Key Dates and Process
Warriedar has scheduled the Share Scheme Meeting and Option Scheme Meeting for 6 November 2025 in Perth, where securityholders will vote on the proposed Scheme. Proxy forms must be lodged by 4 November 2025. Should the requisite majorities approve the Scheme, Warriedar will apply to the Supreme Court of Western Australia for final approval on 13 November 2025.
Following Court approval, the Scheme is expected to become effective on 14 November 2025, with Warriedar shares ceasing trading on the ASX the same day. Capricorn shares issued as consideration are expected to commence trading on 17 November 2025, with Warriedar’s official delisting from the ASX scheduled for 26 November 2025.
Implications for Securityholders
Under the Scheme, Warriedar shareholders will receive Capricorn shares on a ratio of 1 Capricorn share for every 62 Warriedar shares held, implying a value of approximately A$0.199 per Warriedar share based on Capricorn’s last traded price. Optionholders will also participate under a corresponding Option Scheme.
Small parcel holders have the option to participate in a Sale Facility by lodging an Opt-in Notice by 17 November 2025, allowing them to receive cash proceeds instead of Capricorn shares. This flexibility aims to accommodate shareholders preferring liquidity over shareholding in the enlarged Capricorn group.
Board and Expert Endorsements
The Warriedar Board has unanimously recommended that securityholders vote in favour of the Scheme, emphasizing the strategic benefits and value proposition of the transaction. Directors have declared any benefits connected to the Scheme and remain confident in the proposed acquisition’s merits.
The independent expert’s report supports this view, finding the Scheme fair and reasonable and in the best interests of Warriedar securityholders absent any superior proposal. This endorsement is a critical factor for shareholders weighing their vote.
Looking Ahead
As the Scheme progresses through the final stages of shareholder approval and Court sanction, market participants will be watching closely. The acquisition promises to reshape Warriedar’s corporate landscape, folding it into Capricorn Metals and potentially unlocking new value for investors. However, the timetable remains indicative and subject to regulatory and Court conditions, underscoring the importance of shareholder engagement and due diligence.
Bottom Line?
With shareholder meetings imminent, Warriedar’s acquisition of Capricorn Metals stands at a pivotal juncture that could redefine its market presence.
Questions in the middle?
- Will any superior proposals emerge before the shareholder vote?
- How will the market react to Warriedar’s delisting and Capricorn’s enlarged capital base?
- What operational synergies or risks might arise post-acquisition?