TSX- and NYSE American-listed GoldMining has signed a binding term sheet with Australian Mines, giving the ASX-listed junior miner the right to earn up to an 80% interest in the Boa Vista gold project in Brazil’s Tapajós gold province.

The staged earn-in agreement could see GoldMining receive up to C$7-million in cash and equity, while retaining a 20% interest if Australian Mines exercises its full option.

“We are pleased to announce this option agreement which positions GoldMining to unlock value from its Boa Vista project,” said GoldMining CEO Alastair Still.

“At the same time, the transaction will allow management to further focus its attention on advancing its key assets, such as the São Jorge project, where the company recently announced its largest drilling programme to date.”

The initial consideration includes a non-refundable C$55 000 cash payment and Australian Mines shares valued at A$1-million. The equity will be distributed proportionally between GoldMining and its minority partner, Majestic D&M Holdings, which holds a 15.95% stake in Boa Vista.

Under the first earn-in stage, Australian Mines can acquire a 51% stake by spending A$4.5-million on exploration over three years, including 6 000 m of diamond drilling, and issuing another A$1-million in shares to the partners. Australian Mines must also deliver a Joint Ore Reserve Committee-compliant resource of at least 500 000 oz of gold — half of which must be in measured and indicated categories. Upon completion, a 51/49 joint venture will be formed, with Australian Mines as operator.

A second option allows the junior to increase its stake to 70% by investing at least A$1-million a year over three years on further exploration and feasibility work, including baseline environmental studies, and completing a feasibility study with a reserve of more than 250 000 oz.

A final 10% interest can be earned by Australian Mines through a third option, requiring either dilution protection for GoldMining or a payment — at least 50% in cash — equal to the greater of A$5-million or a resource-based valuation formula.

“We are also very pleased that the owners have joined themselves at the hip with us in sharing the tremendous benefits and upside the development can have for all its stakeholders by taking part of their consideration in share ownership of the parent company,” Still said.

The agreement remains subject to customary approvals, including from Australian Mines shareholders and the ASX. 

Boa Vista, which spans 9 201 ha in southwest Pará State, is not part of GoldMining’s current resource base but hosts multiple exploration targets. Gold was first discovered in outcrop at the VG1 prospect in 2010. The property features granitic and mafic volcanic rocks, with mineralisation interpreted to be both mesothermal and epithermal in style.

GoldMining holds an indirect 84.05% interest in the project and will maintain exposure through a minority stake, potential milestone payments, and equity in AUZ as exploration progresses.