Warriedar Shareholders to Receive 1 Capricorn Share per 52.75 Warriedar Shares
Warriedar Resources Limited has increased the consideration offered to shareholders and optionholders in its proposed acquisition by Capricorn Metals Limited. An independent expert has affirmed the revised terms as fair and reasonable, with the Warriedar board unanimously recommending approval.
- Increased share exchange ratio from 1, 62 to 1, 52.75
- Optionholders to receive Capricorn options with amended exercise price of $5.275
- Independent Expert concludes revised schemes are fair and in shareholders’ best interests
- Warriedar shareholders to hold approximately 5.15% of enlarged Capricorn group post-scheme
- Scheme meetings scheduled for 6 November 2025; second court hearing on 13 November 2025
Background to the Revised Scheme
Warriedar Resources Limited (ASX, WA8) has issued a Supplementary Scheme Booklet detailing amendments to its proposed acquisition by Capricorn Metals Limited (ASX, CMM). The key change is an increase in the consideration offered to Warriedar shareholders and optionholders, reflecting a more favourable valuation in the evolving deal.
Under the revised terms, Warriedar shareholders will receive one new Capricorn share for every 52.75 Warriedar shares held, up from the previous ratio of one for every 62 shares. Similarly, holders of Warriedar’s listed options will receive one new Capricorn option for every 52.75 Warriedar options held, with the exercise price adjusted to $5.275 per option and an expiry date set for 11 April 2028.
Independent Expert Endorsement
BDO Corporate Finance Australia Pty Ltd, acting as the Independent Expert, has reviewed the revised schemes and concluded that they remain fair and reasonable to Warriedar shareholders and optionholders, assuming no superior proposal emerges. The expert’s valuation methodology, which included an analysis of Capricorn’s share price liquidity and option pricing models, supports the increased consideration as delivering value above Warriedar’s standalone valuation.
The report highlights that the revised share scheme consideration implies a value per Warriedar share between $0.226 and $0.250, exceeding the assessed pre-scheme valuation range. Similarly, the revised option scheme consideration is valued between $0.140 and $0.163 per option, also above the prior valuation range.
Board Recommendation and Shareholder Support
The Warriedar board has unanimously recommended that shareholders and optionholders vote in favour of the revised schemes. Several significant shareholders, collectively holding over 9% of issued shares, have indicated their intention to support the proposal. The board and management have also committed to voting their holdings in favour, subject to the absence of a superior proposal.
Importantly, Capricorn has waived the condition precedent requiring optionholder approval of the option scheme. Should optionholders not approve the scheme, Capricorn intends to acquire outstanding Warriedar options through compulsory acquisition provisions under the Corporations Act.
Next Steps and Timetable
The scheme meetings are scheduled for 6 November 2025 in Perth, with the share scheme meeting at 3, 00pm and the option scheme meeting following at 4, 00pm. The second court hearing to approve the schemes is set for 13 November 2025. If approved and sanctioned, the schemes are expected to be implemented by 25 November 2025, with Warriedar shares and options to be delisted from the ASX shortly thereafter.
Upon completion, Warriedar shareholders will collectively hold approximately 5.15% of the enlarged Capricorn Metals group on a diluted basis, marking a significant consolidation in the base metals sector.
Voting and Information Access
Warriedar securityholders are encouraged to carefully review the Supplementary Scheme Booklet and the Independent Expert’s Report before deciding how to vote. Proxy forms and voting instructions have been dispatched electronically and by post where requested. The company has provided a dedicated information line for shareholder inquiries.
Bottom Line?
With the revised terms endorsed and shareholder meetings imminent, the market will soon see whether Capricorn’s enhanced offer secures full support and clears the final regulatory hurdles.
Questions in the middle?
- Will any superior proposal emerge before the scheme meetings?
- How will optionholders respond to the compulsory acquisition threat if the option scheme is not approved?
- What are Capricorn’s integration plans for Warriedar post-acquisition?