Dual-listed RTG Mining has announced that TSX-listed Thor Explorations has agreed to acquire RTG’s interest in the Segilola gold project for total consideration of up to US$8.5 million, including $3 million of cash upfront.
The consideration comprises the following components: [quote]
- $1.5 million in cash on completion;
- $1.5 million worth of shares in Thor on completion, issued at a deemed price of C$0.115 per share (being the price at which Thor will issue shares under the capital raising it is conducting in conjunction with the transaction);
- $2 million in cash payable on the earlier of (i) closing of the financing for development of the full scale mine or (ii) 24 months after completion; and
- a 1.5% royalty on the Segilola gold project, capped at an aggregate of $3.5 million.
Closing of the transaction is conditional on (amongst other things) the parties obtaining all necessary regulatory approvals and consents, no material adverse change occurring before closing, Thor completing a capital raising of not less than $4 million, and the agreement pursuant to which Thor has agreed to acquire the balance of the Segilola gold project from the other project owner remaining in effect and either completing, or Thor being satisfied that it will complete.
Subject to satisfaction of the conditions, closing of the transaction is anticipated to occur on or before 31 July 2016.
Segilola gold project overview
The Segilola gold project, which is located in Osun State of Nigeria, is the most advanced gold exploration project in Nigeria.
The Segilola Gold Project comprises a proposed open pit gold mining project based on an indicated mineral resource defined by a comprehensive drilling program of 555 000 oz of gold at an average grade of 3.8 g/t (at a cut-off grade of 1.0 g/t gold and applying a top cut of 50g/t gold).
The resources estimate was carried out by Odessa Resources, an independent geological and resource consultancy based in Western Australia, according to NI 43-101 guidelines.