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Highlights

  • Capricorn to acquire 100% of Warriedar Resources via Court-approved Scheme of Arrangement

  • Warriedar shareholders offered a 29% premium and exposure to Capricorn’s production assets

  • Acquisition adds 2.3Moz AuEq and consolidates strategic WA tenure near Mt Gibson Gold Project

Capricorn Metals Limited (ASX:CMM) has entered into a binding Scheme Implementation Deed (SID) to acquire 100% of Warriedar Resources Limited (ASX:WA8) in an all-scrip deal, bolstering Capricorn’s position in Western Australia’s gold sector. The acquisition will be conducted via a Court-approved scheme of arrangement, with Warriedar shareholders set to receive 1 new Capricorn share for every 62 Warriedar shares held.

The implied transaction price of AUD 0.155 per Warriedar share, based on Capricorn’s closing share price of AUD 9.60 on 23 July 2025, represents a 29% premium to Warriedar’s last traded price and a 35% premium to its 30-day VWAP.

Strategic Acquisition Enhances Gold Resource Base

Through this acquisition, Capricorn will secure Warriedar’s flagship Golden Range Project (GRP), which includes the Ricciardo gold-antimony deposit and Fields Find gold project—both strategically located just 90 kilometres north of Capricorn’s own Mt Gibson Gold Project (MGGP). The GRP comes with an existing 0.8 Mtpa (non-operating) processing plant and supporting infrastructure, offering cost-effective development pathways.

Importantly, the acquisition will add 2.3 million ounces gold equivalent (Moz AuEq) to Capricorn’s mineral resource inventory—boosting its Western Australian total to over 9.1Moz AuEq, a ~25% increase.

Mutual Benefits and Shareholder Value Creation

Warriedar shareholders will receive Capricorn shares amounting to approximately 4.36% of the enlarged entity, giving them immediate exposure to Capricorn’s producing Karlawinda Gold Project and the near-term development at MGGP.

The deal not only provides Warriedar investors with liquidity and scale but also improves access to capital markets, diversification, and inclusion in ASX and global indices.

Warriedar’s Board has unanimously recommended the Scheme, provided no superior proposal emerges and subject to a favourable conclusion by an independent expert. Board members holding 1.9% of Warriedar shares have expressed intent to vote in favour. Major shareholders, including Hermit Investment Pty Ltd and Mr. Patrick J. Purcell, together holding 14.5%, have also declared their support under the same conditions.

Leadership Continuity and Option Scheme

In a move to ensure continuity and project momentum, Warriedar’s Managing Director Amanda Buckingham will join Capricorn as a consultant for an initial 12-month period. She will assist the integration process and help advance exploration and development across GRP and MGGP.

Capricorn and Warriedar have also agreed to a separate scheme of arrangement to exchange Warriedar’s listed options for new Capricorn options on equivalent terms. Capricorn intends to seek quotation of these options on the ASX, further aligning stakeholders.