Torque Metals Limited (ASX:TOR) and Aston Minerals Limited (ASX:ASO) Announce Strategic Merger
Merger Overview
Torque Metals Limited (ASX: TOR) and Aston Minerals Limited (ASX: ASO) have signed a binding scheme implementation deed for a merger. The transaction allows Torque to acquire 100% of Aston in an all-scrip deal valued at $0.01 per Aston share, resulting in a combined ownership structure where both sets of shareholders possess 50% of the merged entity.
Combined Resources and Financial Position
The merged company will hold a total of 1.75 million ounces of gold resources comprising the Paris Gold Project in Western Australia and the Edleston Gold Project in Canada. The financial structure will also include pro forma cash exceeding $5 million for ongoing exploration efforts. The Paris Gold Project has a resource estimate of 250,000 ounces at an average grade of 3.1 g/t Au, while the Edleston Gold Project boasts 1.5 million ounces at 1.0 g/t Au.
Strategic Investments and Leadership Changes
Entities associated with Tolga Kumova and Evan Cranston will collectively invest $1 million into Torque at $0.05 per share. Following the merger, Cranston will join the Board as a Non-Executive Director, with Kumova being invited to join post-merger. The current Managing Director Cristian Moreno and Chairman Andrew Woskett will retain their roles.
Executive Comments
Torque Managing Director Cristian Moreno remarked, “This strategic transaction unites our strengths, consolidating a substantial gold resource across two highly prospective projects.” He highlighted the funding and leadership advantages post-merger, ensuring robust exploration activities in a favourable market. Aston Managing Director and Chairman Russell Bradford expressed excitement about the merger, noting the significant potential of the Paris Gold Project due to its location and resource grade.
Next Steps and Approval Process
The proposed merger will proceed with several customary conditions, including shareholder approvals and court consent. Each Aston director has recommended shareholders vote in favour of the merger unless a superior proposal arises. Following the announcement, a Scheme Booklet will be distributed to shareholders detailing the merger’s implications and benefits.
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