Merger and Acquisition
Turaco Gold to acquire Sodim's remaining 20% of the Afema Gold Project in Côte d'Ivoire
Headline consideration
US$79m / A$112m
Company-stated total, excluding Resource Growth Milestone Payments
Interest acquired
Remaining 20% of Afema
Consolidating 100% ownership, subject to the State's 10% non-contributing interest
Mineral resource
4.65Moz gold (JORC 2012)
Updated 17 June 2026
Summary
Turaco Gold Limited has executed agreements to acquire Sodim Ltd's remaining 20% interest in the 4.65Moz Afema Gold Project in Côte d'Ivoire, consolidating 100% ownership, subject to the State's entitlement to a 10% non-contributing interest. The company states total consideration of US$79m / A$112m, made up of an option fee, US$30m cash, Turaco shares, Turaco options and a 0.33% net smelter royalty, with contingent Resource Growth Milestone Payments not included. Exercise of the Option is conditional on Turaco shareholder approval for the issue of the Consideration Securities, with a meeting expected in early December 2026. Turaco has requested a trading halt to complete an equity placement and intends to undertake a Share Purchase Plan to fund the cash consideration and advance Afema towards a definitive feasibility study in Q2 CY2027.
Consideration
| Component | Terms |
|---|---|
| Total consideration (company-stated) | US$79m / A$112m, comprising the US$3M Afema Option fee, US$30M upfront Cash Consideration, 55.1M Turaco shares (valued at US$26.5M) and 36.7M Turaco Option Consideration (valued at US$6.9M). Does not include the Resource Growth Milestone Payments |
| Option fee | US$3 million non-refundable cash fee paid for a 3-month option to obtain shareholder approval to issue the Consideration Securities and exercise the Option to acquire Sodim's 20% interest |
| Payment timing | Consideration payable within 5 business days of exercise of the Option |
| Cash Consideration | US$30m |
| Share Consideration | 55.1m Turaco shares, subject to 12-month voluntary escrow |
| Option Consideration | 36.7m unlisted Turaco options, expiring three years from the date of issue, with 60% exercisable at $1.00 per share and 40% at A$1.20 per share |
| Net smelter royalty | 0.33% NSR, with Turaco holding a pre-emptive right and being granted a buyback right up to 30 June 2029 |
| NSR buyback price | US$12.5m cash if exercised before 30 June 2027 (Turaco's intention); US$17.5m cash if exercised before 30 June 2028; US$25m cash if exercised before 30 June 2029 |
| Resource Growth Milestone Payments (contingent) | US$3.00 per ounce of Mineral Resource (JORC 2012) growth exceeding 5Moz delineated from within the granted mining permit; and US$5.00 per ounce JORC Mineral Resource (JORC 2012) delineated from within exploration permits up until 30 June 2034 (PR957, PR958, PR959 and application 1340DMCIM) |
| Milestone calculation | Mineral Resource ounces calculated at a lower cut-off of 0.5g/t for open pit and 1.5g/t for underground. Payments from within the exploration permits are subject to a Turaco buyback right in the event of a change of control of Turaco within 5 years |
| Termination of existing obligations | On completion, the Sodim Loan (historical project expenditure of approximately US$24 million) and the Discovery Payment (up to US$2.5 million) will be forgone, and the current shareholder agreements between Turaco and Sodim will be terminated |
| Funding | Equity placement to fund the Cash Consideration, DFS, exploration and early development work through to a final investment decision, plus an intended Share Purchase Plan. Further details to be provided in due course |
Conditions
- Exercise of the Option is conditional upon Turaco obtaining shareholder approval for the issue of the Consideration Securities.
Timetable
| 27 October 2026 | Acquisition announced; Turaco requested a trading halt to complete an equity placement |
|---|---|
| Coming days | Notice of Meeting to be sent to shareholders |
| Early December 2026 | Shareholder meeting expected |
| Within 5 business days of exercise of the Option | Consideration payable |
| Q2 CY2027 | Definitive feasibility study targeted, followed by a final investment decision |
Project snapshot
| Item | Detail |
|---|---|
| Mineral Resource (JORC 2012), total | 116.7Mt at 1.3g/t gold for 4,650 thousand ounces (0.5g/t open pit / 1.5g/t underground cut-off) |
| Indicated | 72.2Mt at 1.2g/t gold for 2,850 thousand ounces |
| Inferred | 44.5Mt at 1.3g/t gold for 1,810 thousand ounces |
| Resource estimate date | Updated on 17 June 2026 as part of a completed Pre-Feasibility Study |
| Probable Ore Reserve (JORC 2012) | 55.1Mt at 1.1g/t gold for 1,912 thousand ounces (1.91Moz), based on a gold price assumption of US$2,000/oz; announced 17 June 2026 |
| Reserve deposits | Woulo Woulo, Jonction, Anuiri and Asupiri |
Source: Turaco Gold announcement dated 27 October 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.
