Capricorn Metals Ltd (ASX:CMM) entered into a binding Scheme Implementation Deed to acquire Warriedar Resources Limited (ASX:WA8) from Hermit Investment Pty Ltd, Hong Kong Xinhu Investment Co., Limited, Acorn Capital Limited, Patrick J Purcell and others for approximately AUD 310 million on July 24, 2025. As part of the acquisition, Capricorn Metals will acquire 100% stake in Warriedar Resources Limited. As part of consideration, Warriedar shareholders to receive 1 new Capricorn share for every 62 Warriedar shares held. All of the directors of Warriedar?s Board (who together hold 1.9% of Warriedar?s total issued shares) have confirmed their intention to vote in favor of the Scheme. Major shareholders representing approximately 14.5% (Hermit Investment Pty Ltd (11.9%) and Mr Patrick J Purcell (2.6%)) have confirmed their intention to vote their Warriedar shares in favor of the Scheme in the absence of a Superior Proposal. Upon implementation of the Scheme, Warriedar shareholders will own approximately 4.36% of all issued Capricorn?s shares. On completion, The Combined Group will continue to be led by Capricorn?s Executive Chairman, Mark Clark, and no changes to the Capricorn Board are proposed as part of the Scheme. Warriedar?s Managing Director, Amanda Buckingham, has agreed to join Capricorn as a consultant for an initial period of 12 months to provide leadership continuity, including supporting the Warriedar exploration team to progress key activities at GRP and MGGP.

The SID contains customary exclusivity obligations, including ?no shop, no talk? provisions, notification obligations and a matching right regime in the event any Superior Proposal emerges for Warriedar. The SID also details circumstances under which a break fee may be required to be paid by both parties.

The transaction is subject to an independent expert concluding that the Scheme is in the best interests of Warriedar shareholders, customary conditions, including receipt of regulatory approvals and no material adverse change, Third party consent, regulated events or prescribed occurrences occurring in respect of Warriedar, approval by Warriedar shareholders at a meeting of shareholders to vote on the Scheme (Scheme Meeting), which is expected to take place in Late October 2025. For the Scheme to proceed, the resolutions at the Scheme Meeting must be approved by at least 75% of all votes cast by Warriedar shareholders and a majority by number of all Warriedar shareholders present and voting (in person or by proxy) at the Scheme Meeting, the requisite Court approvals and the holders of the listed options in Warriedar approving the resolution required to implement the Option Scheme. The Board of Warriedar unanimously supports the Scheme and has unanimously recommended that Warriedar shareholders vote in favor of the Scheme, in the absence of a Superior Proposal emerging and subject to an independent expert concluding that the Scheme is in the best interests of Warriedar shareholders. The transaction is expected to close in early November 2025. As of October 7, 2025 As part of consideration, Warriedar shareholders to receive 1 new Capricorn share for every 52.75 Warriedar shares held. The transaction is now expected to close on November 14, 2025. As of November 6, 2025, the deal has been approved by shareholders of Warriedar Resources. As of November 3, 2025, the deal has been approved by Supreme Court of Western Australia.

Discovery Capital Partners Pty Ltd acted as financial advisor to Warriedar Resources Limited. Thomson Geer acted as legal advisor to Warriedar Resources Limited. MUFG Corporate Markets (AU) Limited acted as registrar to Warriedar Resources Limited. Longreach Capital Pty. Ltd. acted as financial advisor to Capricorn Metals Ltd. Corrs Chambers Westgarth acted as legal advisor to Capricorn Metals Ltd. BDO Corporate Finance Australia Pty Ltd acted as fairness opinion provider for Warriedar Resources Limited.

Capricorn Metals Ltd (ASX:CMM) completed the acquisition of Warriedar Resources Limited (ASX:WA8) from Hermit Investment Pty Ltd, Hong Kong Xinhu Investment Co., Limited, Acorn Capital Limited, Patrick J Purcell and others on November 14, 2025. The Share Scheme and Option Scheme are now legally effective, and it is expected that Warriedar Shares and Warriedar Listed Options will be suspended from trading on ASX. Implementation Date is set to be November 25, 2025. Delisting of Warriedar from ASX is expected on November 26, 2025.