Torque Metals Limited (“Torque”) (ASX: TOR) and Aston Minerals Limited (“Aston”) (ASX:ASO) are pleased to announce they have entered into a binding scheme implementation deed to facilitate a merger whereby Torque will acquire 100% of Aston in an all-scrip transaction (“Merger”).
HIGHLIGHTS
The Merger will see Torque and Aston shareholders each own 50% of the merged entity1.
Combined business to have 1.75Moz in gold resources across two exploration projects, with a dominant land position, and pro-forma cash of over $5 million to drive ongoing gold exploration activities2.
Paris Gold Project: 250,000oz @ 3.1 g/t Au3, Western Australia Goldfields, ~1,200km²
Edleston Gold Project: 1.5Moz @ 1.0 g/t Au4, Ontario, Canada. Abitibi Greenstone Belt, ~310km²
Entities related to Tolga Kumova and Evan Cranston to collectively invest $1.0 million into Torque at $0.05 per share unconditionally (Placement).
Evan Cranston has been appointed to the Board of Torque as a Non-Executive Director, and upon completion of the Merger, Tolga Kumova will be invited to join the Board of Torque, with Cristian Moreno and Andrew Woskett to remain in their respective roles of Managing Director and Chairman.
Torque will offer 1 Torque share for every 5.2 Aston shares, representing an offer price of $0.01 per Aston share5.
Directors of Aston unanimously recommend that all shareholders and option holders vote in favour of Torque’s offer, in the absence of a Superior Proposal.
The merged entity will benefit from a strong cash position, a refreshed Board to drive the next phase of exploration growth, and the ability to drive gold exploration across two emerging gold assets, being the Paris Gold Project in Western Australia and the Edleston Gold Project in Ontario, Canada.
TRANSACTION SUMMARY
Torque Metals Limited (ASX: TOR) (“Torque”) and Aston Minerals Limited (ASX: ASO) (“Aston”) are pleased to announce a merger of equals, creating a well-funded, growth-focused gold exploration company with projects located in two Tier-1 mining jurisdictions: the Western Australian Goldfields and Ontario, Canada.
The companies have entered into a scheme implementation deed (“Scheme Implementation Deed” or “Scheme”) pursuant to which they have agreed to a merger to be conducted by way of a Scheme of Arrangement under the Corporations Act 2001 (Cth) (“Corporations Act”), whereby Torque will acquire 100% of the fully paid ordinary shares in Aston and 100% of the unlisted Aston options (“Proposed Merger”).
Commenting on the Proposed Merger, Torque Managing Director, Cristian Moreno, said:
“We are pleased to announce the proposed merger between Aston and Torque, creating a dynamic growth-focused gold explorer with a dominant position in two leading mining jurisdictions. This strategic transaction unites our strengths, consolidating a substantial gold resource of 1.75 million ounces (Moz) across two highly prospective exploration projects. Torque will command an extensive landholding in two premier mining jurisdictions and leverage current cash reserves exceeding $5 million to fund ongoing exploration activities.
“As Torque already owns the Paris Gold Project, located in the heart of the Western Australian Goldfields, the merger enhances the strategic potential of this asset and aligns with Torque’s broader growth objectives. With a resource of 250,000 ounces at an impressive grade of 3.1 g/t gold, the project spans a substantial ~1,200km² tenement package, positioning it as a cornerstone of our portfolio. Complementing this, Aston’s Edleston Gold Project in Ontario, Canada, is situated in the renowned Abitibi Greenstone Belt and contributes a significant resource of 1.5 million ounces at 1.0 g/t gold. This project’s ~310km² landholding offers additional high-grade exploration opportunities, further solidifying our growth potential.
“A key advantage of this merger is the injection of $4 million cash on a pre-costs basis from Aston into Torque Metals. This strategic funding approach ensures that the company is well-capitalised to advance exploration efforts in the current robust gold price environment.
“We also welcome a $1 million strategic investment from Tolga and Evan, who have recognised the considerable exploration upside to be unlocked at our expansive Paris Gold Project area. Their involvement will bring valuable insights and leadership to Torque Metals, and I look forward to collaborating with them on the Board of Torque following completion of the merger.”
Commenting on the proposed merger, Aston Managing Director and Chairman, Russell Bradford, said:
‘The proposed merger with Torque Metals marks an exciting milestone, and I am particularly impressed by the scale potential of the Paris Gold Project. This project boasts a dominant land package in the highly productive Western Australia Goldfields, with an outstanding resource grade of 3.1 g/t gold and significant potential to expand into a major high-grade deposit.
“Its strategic location, surrounded by prominent producers and explorers such as Goldfields, Westgold, Northern Star, Vault Minerals, and Astral Resources, underscores the quality and opportunity this project represents. To have a project of this calibre in such a prime jurisdiction is truly remarkable.
“I commend Torque Metals’ management for their exceptional work in advancing the Paris Gold Project to this stage. With the significant cash injection from this merger, I have complete confidence in their ability for Torque to uncover gold ounces and deliver outstanding value for the shareholders of Torque and Aston.’
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