LONDON: Lexington Gold (AIM: LEX; OTCQB: LEXLF) announced Monday it has entered into a binding agreement to sell its U.S. gold project interests to GoldOz Ltd, a move designed to spin out its Carolina assets into a dedicated Australian-listed vehicle while sharpening the company’s focus on its South African portfolio.
Under the terms of the share sale and purchase agreement, GoldOz has conditionally agreed to acquire 100% of Global Asset Resources Ltd (GAR), the holding company for Lexington’s 51% interests in the Jennings Pioneer, Jones-Keystone-Loflin and Carolina Belle projects. The transaction is structured to serve as the cornerstone for GoldOz’s proposed re-listing on the Australian Securities Exchange.
Consideration and Equity Structure
Lexington Gold is set to receive total consideration comprising A$350,000 in cash, a 1% net smelter royalty (NSR) over the U.S. projects, and a significant equity stake in the re-listed entity. Upon completion, Lexington will receive 25.5 million new GoldOz shares, representing approximately 36.7% of the company’s issued share capital based on an illustrative re-listing price of A$0.20 per share.
The agreement also includes a deferred consideration mechanism. Should defined JORC resource milestones be achieved, Lexington would receive an additional 12.5 million shares. If these milestones are met, the company’s stake would rise to approximately 46.3%, assuming no further dilution.
Strategic Rationale
The board views the transaction as the optimal pathway to realize value from the U.S. portfolio while allowing management to concentrate on the company’s South African assets, which include the Jelani JV Project and a JORC-compliant Mineral Resource Estimate of approximately 6.02 million ounces of gold.
Edward Nealon, Non-Executive Chairman, said the board believes the proposed transaction represents a compelling pathway for the American project interests, unlocking value for shareholders while retaining substantial equity exposure.
The U.S. assets comprise a combined area of approximately 1,326 acres in the Carolina Slate Belt. The Jones-Keystone-Loflin Project hosts an Inferred Mineral Resource Estimate of approximately 323,500 ounces of contained gold.
Conditions and Timeline
Completion remains subject to several conditions precedent, including due diligence, GoldOz securing seed capital, execution of a revised joint venture agreement, ASX approvals, and shareholder consent. The parties may terminate the agreement if conditions are not satisfied or waived by 5 p.m. WST on Nov. 30, 2026.
Dr. Bernard Olivier, Chief Executive Officer of Lexington Gold and a former non-executive director of GoldOz until September 2023, holds 384,223 GoldOz shares, representing approximately 1.4% of the company’s existing issued share capital.
