Merger and Acquisition
Freeport-McMoRan Mineral Properties Canada Inc. to acquire 51% of TDG Gold’s Aurora West Property
Headline consideration
C$110 million
Aggregate cash purchase price
Interest acquired
51% initial interest
In each of two JV Companies holding Aurora West
Expected completion
Five business days after conditions
Reorganization expected in December 2026
Summary
TDG Gold Corp. has entered into a binding joint venture implementation and purchase agreement dated November 12, 2026 with its wholly owned subsidiary, TDG BC Assets Corp., and Freeport-McMoRan Mineral Properties Canada Inc. Under the agreement, Freeport will acquire an initial 51% interest in the Aurora West Property in the Toodoggone mining district of British Columbia. The company states that Freeport will acquire the 51% interest in each JV Company for an aggregate cash purchase price of C$110 million. Freeport will also hold an option to acquire additional interests in the JV Companies. TDG’s Shasta and Baker properties are excluded from the transaction and will be retained by TDG.
Consideration
| Component | Terms |
|---|---|
| Initial cash payment | C$110 million aggregate cash purchase price payable to TDG at closing for 51% of the outstanding shares of each JV Company, with TDG retaining the remaining 49% |
| Earn-In Option | Option for Freeport to acquire an additional 24% (bringing its interest to 75%) in Aurora West JVCo and an additional 49% (bringing its interest to 100%) in ClaimsCo |
| Exploration Expenditure | Sole funding by Freeport of an additional C$80 million of expenditures on the properties held by Aurora West JVCo |
| Additional cash payment | C$40 million cash payment to TDG for the purchase of TDG’s remaining shares of ClaimsCo |
| Committed Amount | Freeport has committed to fund C$30 million of the Exploration Expenditure within three years following closing, including a minimum of C$15 million within the first two years |
| TDG interest on exercise of Earn-In Option | TDG’s interest in Aurora West JVCo will be 25%, and TDG will cease to own any interest in ClaimsCo other than a 2.0% net smelter returns royalty over the two specified mineral claims acquired by ClaimsCo |
| TDG contributions | TDG will not be required to make any contributions to the JV Companies during the Earn-In Option period |
| If Earn-In Option is not exercised | If Freeport elects to discontinue sole funding after funding the Committed Amount, or the Earn-In Option period expires without exercise, Freeport retains its 51% interest, any unfunded portion of the Committed Amount is payable by Freeport, and the parties thereafter fund each JV Company pro rata to their interests, subject to customary dilution provisions |
| Dilution royalty | A shareholder diluted to 10% or less will surrender its shares in exchange for a 2.0% net smelter returns royalty (subject to certain deductions), of which Freeport can elect to repurchase one half for C$30 million |
Conditions
- Customary closing conditions, including the approval of the TSX Venture Exchange
- Completion of the pre-closing Reorganization, under which TDG assigns its rights and interests in the Aurora West Property to two newly incorporated British Columbia corporations
- Any required Investment Canada Act clearance, as referred to in the company’s risk factors
- Shareholder approval is not expected to be a requirement to complete the Transaction, per the company
Timetable
| November 12, 2026 | Purchase Agreement dated and announced |
|---|---|
| December 2026 | Reorganization expected to be completed |
| Five business days following satisfaction or waiver of the closing conditions | Closing expected to occur |
Source: TDG Gold announcement dated 12 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.
