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TORQUE METALS LIMITED.. — Proxy Solicitation & Information Statement 2025
Apr 21, 2025
65941_rns_2025-04-21_1d321ae1-57c6-407b-b561-6a692a9c0090.pdf
Proxy Solicitation & Information Statement
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22 April 2025
DISPATCH OF SCHEME BOOKLET
Aston Minerals Limited (ASX: ASO) ( ASO ) and Torque Metals Limited (ASX: TOR) ( TOR ) refer to the announcements on:
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(a) 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 agreed to acquire all of the fully paid ordinary shares in ASO ( Share Scheme ) and all of the ASO unlisted options in the class “ASOAH” ( Scheme Options ) ( Option Scheme , and together with the Share Scheme, the Schemes ), subject to the satisfaction of various conditions;
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(b) 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 Meeting (together, the Scheme Booklet ), to ASO securityholders; and
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(c) 17 April 2025 in relation to the registration of the Scheme Booklet with the Australian Securities and Investments Commission ( ASIC ), which annexed a copy of the Scheme Booklet.
Dispatch of Scheme Booklet
ASO is pleased to announce that the Scheme Booklet together with a personalised proxy form will be dispatched to ASO securityholders today.
ASO securityholders who have elected to receive electronic communications will receive an email containing instructions about how to view or download a copy of the Scheme Booklet, as well as instructions on how to lodge their proxy form for the Scheme Meetings online.
ASO securityholders who have elected to receive hard copy correspondence will receive a printed copy of the Scheme Booklet, together with a proxy form, by post, mail or courier.
All other ASO securityholders will receive a letter containing instructions on how to access and download the Scheme Booklet online and hard copy proxy forms for the Scheme Meetings, by post, mail or courier.
ASO securityholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding how to vote at the Scheme Meetings. If you are in doubt as to what you should do, you should consult your independent financial, legal, taxation or other professional adviser immediately.
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________________________________ 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
ASO securityholders may request a free paper copy of the Scheme Booklet by calling 1300 441 597 (within Australia) or +61 2 8072 1465 (outside Australia) between 8:30am and 7:00pm (AEST), Monday to Friday (excluding Australian public holidays) or via email at [email protected].
A copy of the Scheme Booklet will be available for viewing and downloading on ASO’s website at www.astonminerals.com and both ASO’s and TOR’s ASX Announcements platform at www.asx.com.au (ASX: ASO | ASX:TOR).
Scheme Meetings
The Scheme Meetings to consider the Schemes will be held at the Conference Room, Level 2, QV1, 250 St Georges Terrace, Perth, Western Australia on Thursday, 22 May 2025.
The Scheme Meeting in respect of the Share Scheme ( Share Scheme Meeting ) will commence at 11:00am (AWST). The Scheme Meeting in respect of the Option Scheme ( Option Scheme Meeting ) will commence at the later of 12:00pm (AWST) and the conclusion of the Share Scheme Meeting.
The persons eligible to vote at the Share Scheme Meeting are those who are registered as shareholders of ASO at 5:00pm (AWST) on Tuesday, 20 May 2025.
The persons eligible to vote at the Option Scheme Meeting are those who are registered as holders of Scheme Options at 5:00pm (AWST) on Tuesday, 20 May 2025.
Further information on how to participate in and vote at the Scheme Meetings will be set out in the Scheme Booklet.
Important dates and times
Key events and the expected timing in relation to the approval and implementation of the Schemes are set out in the table below.
| EVENT | DATE |
|---|---|
| Latest time and date for lodgement of completed proxyforms for the Scheme MeetingsShare Scheme MeetingOption Scheme Meeting | 11:00am (AWST) on 20 May 202512:00pm (AWST) on 20 May 2025 |
| Time and date for determining eligibility to attend andvote at the Scheme MeetingsShare Scheme MeetingOption Scheme Meeting | 5:00pm (AWST) on 20 May 20255:00pm (AWST) on 20 May 2025 |
| Scheme Meetings to be held at the Conference Room,Level 2, QV1, 250 St Georges Terrace, Perth, WesternAustraliaShare Scheme MeetingOption Scheme Meeting | 11:00am (AWST) on 22 May 2025The later of 12:00pm (AWST) and theconclusion of the Share SchemeMeeting on 22 May 2025 |
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| EVENT | DATE |
|---|---|
| If the Schemes are approved by the Requisite Majority of ASO securityholders, theexpected timetable for implementing the Schemes is: | |
| Second Court Date for approval of the Schemes | 28 May 2025 |
| Effective Date of the Schemes and last day of trading ofASO securities on ASX | 29 May 2025 |
| Suspension of trading of ASO securities on ASX | Close of trading on 29 May 2025 |
| Record Date for determining entitlements to theScheme Consideration | 2 June 2025 |
| Implementation Date for the issue of SchemeConsideration to Scheme Participants | 10 June 2025 |
| Termination of official quotation of ASO Shares | 5:00pm (AWST) on 10 June 2025(or as otherwise determined by ASX) |
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.
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 The 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.
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