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TORQUE METALS LIMITED.. — M&A Activity 2025
May 21, 2025
65941_rns_2025-05-21_62604222-51a6-42dc-b3d6-975ef0860f9d.pdf
M&A Activity
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22 May 2025
NOTICE OF SECOND COURT HEARING TO APPROVE SCHEMES OF ARRANGEMENT UNDER SECTION 411 OF THE CORPORATIONS ACT
Aston Minerals Limited (ASX: ASO) ( ASO ) and Torque Metals Limited (ASX: TOR) ( TOR ) refer to the announcements on:
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28 January 2025 in relation to the proposed merger between ASO and TOR to be conducted by way of schemes of arrangement under the Corporations Act 2001 (Cth), whereby TOR will acquire all of the fully paid ordinary shares in ASO and all of the ASO unlisted options in the class “ASOAH” (together, the Schemes ), subject to the satisfaction of various conditions; and
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17 April 2025 in relation to the orders made by the Supreme Court of Western Australia ( Court ) that ASO convene and hold meetings of ASO securityholders to consider and vote on the Schemes ( Scheme Meetings ) and approving the distribution of an explanatory statement providing information about the Schemes, together with the independent expert's report ( IER ) and the notice of Scheme Meetings (together, the Scheme Booklet ), to ASO securityholders ( Orders ).
Pursuant to the Orders and section 411(4)(b) of the Corporations Act 2001 (Cth), attached to this announcement is the notice of hearing of an application to approve the Schemes, which as at the date of this announcement remains subject to the satisfaction of various customary operational and procedural conditions precedent.
The hearing is to take place at 9:30am (AWST) on Wednesday, 28 May 2025 at the Supreme Court of Western Australia at Level 11, David Malcolm Justice Centre, 28 Barrack Street, Perth, Western Australia. Full details are attached in Annexure A.
Further information
If you require further information or have questions in relation to the Schemes, please contact the ASO Scheme Information Line on 1300 441 597 (from within Australia) or +61 2 8072 1465 (from outside Australia) between 8.30am – 7.00pm (AEST) Monday to Friday.
________________________________ TORQUE METALS LIMITED ASX:TOR Level 16, 1 Spring Street, Perth, WA ABN 44 621 122 905
_________________________________ ASTON MINERALS LIMITED ASX:ASO Suite 23, 513 Hay Street, Subiaco, WA ACN 144 079 667
This announcement has been approved for release by the Board of Directors of Torque Metals Limited[1] and the Board of Directors of Aston Minerals Limited.
For further information, please contact:
Cristian Moreno Russell Bradford Managing Director Managing Director and Chairman Torque Metals Limited Aston Minerals Limited [email protected] [email protected]
1 This announcement has been approved by the non-interested members of the Board of Directors of Torque Metals Limited. Mr Evan Cranston has declared an interest with respect to the transactions underlying the Schemes and did not participate in the consideration of this announcement.
astonminerals.com
2
ANNEXURE A
Notice of hearing to approve schemes of arrangement under section 411 of the Corporations Act 2001 (Cth)
TO all shareholders (Shareholders ), of ASTON MINERALS LIMITED (ACN 144 079 667) (Aston)
TO all holders of unlisted options exercisable at $0.09 per option and expiring on 16 October 2025 ( Options ) to acquire shares in the capital of Aston ( Optionholders ), of Aston
TAKE NOTICE that at 9:30am (AWST) on 28 May 2025, the Supreme Court of Western Australia at Level 11, David Malcolm Justice Centre, 28 Barrack Street, Perth, Western Australia will hear an application by Aston seeking the approval of a scheme of arrangement between Aston and its shareholders ( Share Scheme ) and as between Aston and its Optionholders ( Option Scheme ) proposed by a resolution to be considered, and, if thought fit, passed at the meeting of the shareholders of Aston to be held at 11:00am (AWST) on 22 May 2025 ( Share Scheme Meeting ) and optionholders of Aston to be held at the later of 12:00pm (AWST) and the conclusion of the Share Scheme Meeting on 22 May 2025.
If you wish to oppose the application for approval of the Share Scheme or the Option Scheme, you must file and serve on Aston a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on Aston at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of Aston is c/o Steinepreis Paganin, Level 14, 250 St Georges Terrace, Perth, WA 6000. This notice is published by Aston Minerals Limited.