Lexington Gold has signed a binding share sale and purchase agreement to divest 100% of the issued share capital of Global Asset Resources (GAR) to GoldOz.
Through GAR, Lexington Gold holds a 51% stake in three North Carolina gold projects: Jennings Pioneer, Jones-Keystone-Loflin and Carolina Belle.
These projects cover a combined area of around 1,326 acres in the Carolina Slate Belt.
The Carolina Slate Belt, located in the south-eastern US, is known for its gold-bearing geology and contains several notable gold deposits from both historic and more recent periods.
Under the terms outlined in the agreement, Lexington Gold will receive an upfront payment of A$25,000 ($17,248) and a further A$325,000 upon completion.
In addition, the company is expected to have 25,500,000 new shares in GoldOz, corresponding to approximately 36.7% of GoldOz’s issued share capital following its proposed relisting on the Australian Securities Exchange (ASX).
The arrangement will also give Lexington Gold a 1% net smelter royalty over the US projects.
The agreement excludes the 49% interests held by Uwharrie Resources, which will be addressed through a revised Joint Venture (JV) Implementation Deed with GoldOz and other parties.
Completion of the deal remains subject to conditions including GoldOz raising seed capital, the execution of the revised JV deed, necessary ASX approvals, GoldOz shareholder consent and the successful relisting of GoldOz on the ASX.
Lexington Gold stated that the transaction is intended to provide its shareholders with a means to realise value from its US portfolio while maintaining exposure to any future upside.
The company plans to focus its management efforts and resources on its South African assets including the Jelani JV Project, which has a Joint Ore Reserves Committee (JORC)-compliant mineral resource estimate of approximately 6.02 million ounces of gold.
Lexington Gold CEO Bernard Olivier said: “This proposed transaction has been structured so as to ensure that Lexington Gold retains meaningful exposure to the potential future upside in respect of its key US project interests, whilst contributing to the creation of a dedicated ASX platform through which such assets can be advanced.
“The US projects include the existing JORC-compliant inferred mineral resource estimate at Jones Keystone Loflin of approximately 323,500oz of contained gold, together with further exploration upside at Jennings Pioneer and Carolina Belle.”
