Merger and Acquisition
Manda Resources to earn up to 35% of Avenira’s Jundee South Project by sole-funding $10 million of exploration
Headline consideration
Up to $10 million exploration earn-in
Sole-funded by Manda in three stages
Interest acquired
Up to 35%
Avenira Gold retains 65%
Expected completion
Earn-in over up to 48 months
Stage 1 within 24 months
Summary
Avenira Limited and its wholly owned subsidiary Avenira Gold Pty Ltd have signed a binding term sheet with Manda Resources Limited covering the settlement of Warden’s Court proceedings and an exploration earn-in at the Jundee South Project in Western Australia. Manda may earn up to a 35% interest in the Project by sole-funding $10 million of exploration in three stages over up to 48 months. Manda has withdrawn all objections and forfeiture applications over Avenira Gold’s tenements. Avenira Gold will retain a 65% interest and control of the Project, according to the company. The parties have agreed to use best endeavours to execute definitive agreements as soon as possible.
Consideration
| Component | Terms |
|---|---|
| Earn-in expenditure | Manda may earn up to a 35% participating interest by sole-funding $10 million of exploration expenditure in three stages |
| Stage 1 | $4 million within 24 months for a 14% interest, a firm commitment |
| Stage 2 | Further $3 million within a further 12 months for a 10% interest |
| Stage 3 | Further $3 million within a further 12 months for an 11% interest |
| Cumulative total | $10 million over 48 months for a 35% interest |
| Failure to proceed after Stage 1 | If Manda elects not to proceed to Stage 2 or does not complete Stage 2 on time, it forfeits its Stage 1 interest |
| Failure to proceed after Stage 2 | If Manda completes Stage 2 but elects not to proceed to Stage 3 or does not complete Stage 3 on time, it retains its 14% Stage 1 interest but forfeits its Stage 2 interest |
| Warden’s Court proceedings | Manda has withdrawn all existing proceedings and undertaken, for itself and its associates, not to lodge further forfeiture applications, plaints, objections or competing applications over any Avenira tenement, even if the earn-in ends or Manda sells its joint venture interest |
| Management | Manda funds and manages exploration under a joint venture management committee, initially chaired by Manda. After the earn-in, Avenira Gold appoints the manager, chairs the committee and controls decisions by majority of participating interests (65/35) |
| IPO subscription rights | Avenira may require the parties’ interests in the Project to be listed on ASX through Avenira Gold or a holding vehicle. Manda may subscribe in any such IPO on the same terms as other investors, up to an interest in the listed entity scaled to its exploration expenditure and capped at 19.9% |
| Avenira participation in Manda IPO | Avenira and / or its associates may subscribe for up to $4 million in Manda’s proposed IPO on the same terms as other investors |
| Termination right | If definitive agreements have not been executed within 45 days, any party may terminate the Term Sheet |
Conditions
- Execution of definitive agreements consistent with the Term Sheet, which the parties have agreed to use best endeavours to achieve as soon as possible
- Manda must complete each stage’s expenditure within the stated period to earn the corresponding interest
Timetable
| 4 November 2026 | Binding Term Sheet announced |
|---|---|
| Within 45 days | Definitive agreements to be executed, failing which any party may terminate the Term Sheet |
| Within 24 months | Stage 1 expenditure of $4 million |
| Within a further 12 months | Stage 2 expenditure of a further $3 million |
| Within a further 12 months | Stage 3 expenditure of a further $3 million |
Source: Avenira announcement dated 4 November 2026. This page summarises information from the company's public announcement and is provided for general information only. It is not financial product advice, a recommendation or an offer, and it does not take into account any person's objectives, financial situation or needs. Figures and terms are taken from the announcement and may be incomplete or may have changed since publication. Refer to the original announcement for full details. Kamoa Capital has not independently verified the information.
