TDG Gold Corp. agreed Thursday to sell Freeport-McMoRan Mineral Properties Canada Inc. an initial 51% of its Aurora West project for C$110 million, giving the buyer a path to expand its stake through further spending.
The mineral property is in British Columbia’s Toodoggone district. Before closing, TDG expects to divide it between two companies: one for two specified claims and another for the rest of Aurora West. Freeport would acquire 51% of each, while TDG keeps 49%; the Shasta and Baker properties are excluded. The cash payment is due at closing.
Freeport’s earn-in option covers both companies. It could raise its stake in the larger joint venture company to 75% and acquire all of the company holding the two claims. To do so, Freeport must solely fund C$80 million in additional expenditures on the joint venture properties and pay TDG C$40 million for its remaining shares in the claims company.
Freeport has committed to fund C$30 million by the third anniversary of closing, including at least C$15 million during the first two years. The releases give no deadline for the remaining C$50 million. If Freeport earns the larger stake, TDG would retain 25% of the joint venture company and receive a 2% net smelter returns royalty on the two claims. TDG would have no contribution obligation to the joint venture companies during the earn-in period.
TDG said the cash would add to its financial resources without equity dilution and give it more capacity to advance Shasta.
A separate arrangement may affect where some nearby rights are held. Amarc Resources Ltd. says its Freeport agreement gives the AuRORA Minerals joint venture a right to receive, at cost, claims or other interests acquired by either company that overlap a zone extending two kilometers from the AuRORA Minerals Ltd. property. Amarc says the focus of TDG’s AuRORA West drilling has been well inside that area; eligible rights must be offered to the AuRORA Minerals joint venture at cost.
Amarc is awaiting formal notice from Freeport. Amarc says the notice would start a period of at least 45 days for it to decide whether applicable claims and rights should be contributed to the joint venture. If it elects to participate, Amarc would fund 30% of applicable costs not covered by Freeport.
TDG expects to reorganize the project in December 2026. It expects the deal to close five business days after all conditions have been met or waived, including TSX Venture Exchange approval. TDG does not expect a shareholder vote to be necessary.
