Warriedar’s Future Hangs on Shareholder Vote After Offer Boost

Capricorn Metals Enhances Warriedar Acquisition Offer

In a significant update to their proposed merger, Capricorn Metals Ltd (ASX – CMM) has increased the consideration offered to Warriedar Resources Limited (ASX – WA8) shareholders under the previously announced share scheme of arrangement. The exchange ratio has been improved from one Capricorn share for every 62 Warriedar shares to one share for every 52.75 Warriedar shares, reflecting a more attractive premium for Warriedar investors.

This adjustment translates to an implied value of approximately 26 cents per Warriedar share, based on Capricorn’s closing price on 6 October 2025. This represents a 24% premium to Warriedar’s last traded price before the announcement and more than doubles the value compared to the share price prior to the original scheme announcement in July.

Board Support and Independent Expert Review

The Warriedar board has unanimously endorsed the revised scheme, recommending shareholders vote in favour, provided no superior proposal emerges and the independent expert continues to affirm the scheme’s benefits. This endorsement is a critical vote of confidence, signaling alignment between management and shareholders on the value proposition of the deal.

BDO Corporate Finance Australia Pty Ltd has been appointed as the independent expert to reassess the revised terms. Their forthcoming opinion will be included in a supplementary scheme booklet, which will provide shareholders with detailed information ahead of the scheduled meetings.

Option Scheme Adjustments and Waiver of Conditions

Alongside the share scheme, the option scheme has also been amended. The exchange ratio for Warriedar’s listed options has been adjusted to one Capricorn option for every 52.75 Warriedar options, with a reduced exercise price from $6.20 to $5.275. This recalibration aims to maintain value parity for option holders within the merged entity.

Notably, Capricorn has waived the condition precedent requiring option holder approval for the option scheme. This strategic move allows the share scheme to proceed even if the option scheme is not approved, with Capricorn intending to acquire outstanding options through compulsory acquisition provisions if necessary. This could streamline the acquisition process but may also raise questions among option holders.

Next Steps for Warriedar Securityholders

Warriedar securityholders are encouraged to review the forthcoming supplementary scheme booklet, which will outline the revised terms and voting procedures. Proxy forms can be updated or submitted online or by mail ahead of the meetings scheduled for 6 November 2025 in West Perth. Several significant shareholders have already indicated their intention to support the revised scheme, bolstering the likelihood of approval.

As the process unfolds, the market will be watching closely for the independent expert’s final opinion and any potential competing bids. The increased offer and strong board backing position Capricorn as the frontrunner to consolidate Warriedar’s assets under its umbrella.