TDG Gold has agreed to sell a 51% interest in its Aurora West Property in Canada to Freeport-McMoRan Mineral Properties Canada for C$110m ($77.1m) in cash.
The project is located in British Columbia’s Toodoggone mining district.
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The agreement will see TDG Gold complete a reorganisation before completion, transferring its rights in the Aurora West Property to two newly incorporated British Columbia companies.
One of these entities, ClaimsCo, will hold two specified mineral claims, while the other, Aurora West JVCo, will hold the balance of the property.
After the restructuring, Freeport will acquire 51% of each company, leaving TDG Gold with a 49% minority holding.
The deal specifically excludes TDG Gold’s separate Shasta and Baker properties.
As part of the transaction, the parties will sign a shareholders’ agreement and a road use agreement.
The shareholders’ agreement will establish governance, funding arrangements, and an option for Freeport to increase its ownership.
Freeport will be granted an ‘Earn-In Option’ to acquire an additional 24% in Aurora West JVCo (for a total of 75%) and up to 100% in ClaimsCo, provided it carries out an extra C$80m in exploration spending. It pays TDG Gold a further C$40m for its remaining shares in ClaimsCo.
Freeport must invest C$30m within three years of closing, including C$15m in the first two years.
TDG Gold will not be required to make further contributions during the earn-in period.
If Freeport does not exercise the Earn-In Option but has funded the minimum required amounts, it will retain its 51% interest and the parties will fund future developments proportionally.
TDG CEO Fletcher Morgan said: “This transaction validates our corporate strategy to work methodically on value-enhancing exploration, monetise assets, and recycle capital into projects we assess as offering the highest risk-adjusted returns.
“On closing, the C$110m cash payment strengthens our treasury on a non-dilutive basis and improves our ability to advance Shasta. Our retained interest in the Aurora West Property through the joint venture also gives our shareholders continued exposure to its upside potential.”
Dilution provisions apply, whereby any party falling below a 10% holding will instead receive a 2% net smelter returns royalty (NSR), half of which Freeport may repurchase for C$30m.
The deal is subject to customary conditions and approval from the TSX Venture Exchange. Shareholder approval is not expected to be required to complete the transaction.
Completion of the reorganisation is expected in December 2026, with the transaction expected to close shortly afterwards, subject to satisfaction of all closing conditions.
