Ann: Capricorn Metals to acquire Warriedar Resources, page-850

Hi @Joelstar,
I have started to draft a complaint to go the ASIC as below. It would benefit from other information or dates etc. I will not proceed before we know the outcome of your meeting. However you may also want to use its existence in your coming meeting.
Cheers
Edgemac

It is the opinion ofmany shareholders that Directors of Warriedar may have misledshareholders by failing to disclose actions they were undertakingwhilst initiating actions to limit the share price. In doing so theymay have failed to declare matters that had a substantive impact uponshare prices.

On24 July 2025

CapricornMetals Limited (ASX: CMM) (Capricorn) and Warriedar Resources Limited(ASX:WA8) (Warriedar) are pleased to announce that they have enteredinto a binding Scheme Implementation Deed (SID) under which it isproposed that Capricorn will acquire 100% of the securities inWarriedar by way of a Court-approved scheme of arrangement under Part5.1 of the Corporations Act 2001 (Cth) (Scheme).

Asa shareholder it appears in my understanding that discussions aboutthe takeover were in action prior to a Credit Raise which wasoversubscribed. It appears that the discussions were not disclosed atthe time of the CR. The CR appeared to be not on a critical path butmay have been aimed at depressing the share price by dilution andpossibly to allow persons who may support a takeover to accumulateshares. Further the non disclosure could be interpreted as designedto mislead the shareholders.

Sincethe announcement of the agreement the drilling work promised by theBoard will not be proceeding which further represses the share pricegiven the excellent results so far.

ADirector or Directors have been promised jobs in the company involvedin the takeover and so find personal benefit.

Itappears that the offer has raised a very strong revolt by virtuallyall the other shareholders.

Itappears that clausesinthe agreement:-

6.1Conduct of business

h:not commit any expenditure on the Key Target Tenements beyond theapplicable annual minimum expenditure commitment for each applicableKey Target Tenement or as otherwise provided for in the ApprovedBudget;

Asecond matter is that the Directors are not permitted to do anythingother than support the proposed transaction (various clauses inc 12.1below) - unless there is a competing transaction. Not sure how thatplays out for you when you meet - as the Warriedar Directors arebound by the legal terms to support the proposed transaction.
Theclauses on retaining current Directors are interesting also.

12.1Termination by notice

(iv)any Target Director: (A) fails to recommend the Scheme and OptionScheme; (B) changes, withdraws or adversely modifies or qualifiestheir Recommendation or Voting Intention; (C) publicly recommends,supports or endorses a Competing Proposal; or (D) otherwise makes apublic statement indicating that they no longer support or recommendthe Proposed Transaction,

Itappearsto show that both CMM and the Directors who signed the agreement KNEWthat it was a bad deal that Shareholders would not like and that WA8Directors may get second thoughts. Nowthose Directors should stand up and admit that they were bribed byCMM with job promises. They have also attempted to shut down anyappreciation of the SP that would be inevitable from furtherdrilling.

We therefore consider that theDirectors of Warriedar have not acted in good faith or in the bestinterests of Shareholders.