Capricorn Metals (ASX:CMM) has entered into a binding scheme implementation deed to acquire Warriedar Resources (ASX:WA8), via a court-approved scheme of arrangement.
As part of the deal – anticipated to be implemented in early November – Warriedar shareholders will receive one new Capricorn share for every 62 Warriedar shares held and in total will own 4.36% of Capricorn’s shares.
Based on Capricorn’s closing price of $9.60 per share on 23 July, the transaction implies a value of $0.155 per Warriedar share – representing a 29% premium to the last closing price of $0.12.
Capricorn appointed Longreach Capital as its financial adviser and Corrs Chambers Westgarth as its legal adviser in relation to the scheme. Warriedar appointed Discovery Capital Partners as its financial adviser and Thomson Geer as its legal adviser.
Capricorn, which has a market capitalisation of $4.13 billion, says the transaction will immediately add 2.3 million ounces of gold-equivalent to Capricorn’s existing Western Australian mineral base which contains 247.8 million tonnes @ 0.85 grams per tonne gold for 6.8 million ounces.
In parallel, the deal provides a strategic consolidation of the 788km2 tenure package.
As such, it provides additional resources, scale, and exploration potential to augment the long-term potential of the Mt Gibson Gold Project, with the Ricciardo deposit located on existing mining leases, as well as the underexplored Fields Find Project and Golden Range Project.
Executive Chairman Mark Clark says the company believes combining the companies represents a “unique” opportunity.
“This acquisition is on-strategy and continues the expansion of Capricorn’s Mt Gibson exploration and development footprint and adds resource ounces, highly prospective exploration targets and valuable infrastructure which will further enhance what is clearly one of the best development projects in the Australian gold industry,” Clark says.
The Warriedar board unanimously recommends the scheme, in absence of a superior proposal emerging and subject to an independent expert concluding that the scheme is in the best interest of shareholders.
Major shareholders representing 14.5% of Warriedar’s shares, Hermit Investment and Patrick J Purcell, have confirmed their intention to vote in favour of the scheme.
Warriedar Managing Director Amanda Buckingham will join Capricorn as a consultant for a 12-month period to provide leadership continuity, including supporting the Warriedar exploration team to progress key activities across its project portfolio.
Capricorn Metals is a Western Australian gold producer operating the Karlawinda Gold Project and is rapidly advancing the Mt Gibson Gold Project.
As at 30 June 2025, Capricorn had $356.4 million cash and gold at hand, according to its last quarterly report.
Warriedar Resources is a mineral explorer and developer with a 788km2 tenement package extending for over 70km of strike in Western Australia.
Write to Aaliyah Rogan at Mining.com.au
Images: Capricorn Metals
