Warriedar Shareholders to Receive Capricorn Shares at 1:52.75 Ratio

Scheme Approval and Implementation

Capricorn Metals Ltd (ASX, CMM) has successfully completed its court-sanctioned acquisition of Warriedar Resources Limited (ASX, WA8) following the Supreme Court of Western Australia’s approval of the scheme of arrangement. The legal effectiveness of the share and option schemes was confirmed on 14 November 2025, triggering the suspension of Warriedar’s shares and options from trading on the ASX.

This marks a pivotal step in Capricorn’s strategy to consolidate its footprint in the Western Australian gold mining sector, acquiring 100% of Warriedar’s fully paid ordinary shares and listed options. The court orders, lodged with the Australian Securities and Investments Commission, formalise the transaction under the Corporations Act 2001.

Scheme Consideration and Shareholder Impact

Under the terms of the scheme, Warriedar shareholders will receive one new Capricorn share for every 52.75 Warriedar shares held as of the record date on 18 November 2025. Similarly, Warriedar optionholders will be entitled to receive new Capricorn shares on the same ratio, excluding ineligible foreign holders and small parcel holders who will have their interests managed through a sale facility.

The issuance of Capricorn shares as scheme consideration is scheduled for 25 November 2025, with new Capricorn shares expected to commence trading on the ASX on 26 November 2025. Concurrently, Warriedar will be officially delisted from the ASX, completing the integration of its assets into Capricorn’s portfolio.

Strategic and Market Implications

This acquisition enhances Capricorn Metals’ resource base and operational scale, positioning the company to leverage synergies and potentially accelerate development projects within the Warriedar tenements. The transaction, backed by Capricorn’s management and board, reflects confidence in the long-term value of Warriedar’s assets and the broader Western Australian gold mining landscape.

Investors will be watching closely as Capricorn’s shares begin trading with the newly issued shares from the scheme, assessing the impact on market capitalization and capital structure. The absence of debt on Warriedar’s balance sheet and a cash position of A$336 million as of September 2025 provide Capricorn with a solid foundation for future growth.

Next Steps and Timetable

Key dates ahead include the last trading day for Warriedar shares on 14 November 2025, the record date for entitlements on 18 November, and the implementation date for issuing Capricorn shares on 25 November. The delisting of Warriedar is set for 26 November 2025, marking the final administrative step in the acquisition process.

Capricorn has committed to keeping securityholders informed through its information line and ASX announcements as the integration progresses.