Lexington to sell US projects to GoldOz in cash-and-share deal
Lexington Gold has entered into a binding agreement to sell its wholly-owned subsidiary Global Asset Resources (GAR) to GoldOz, a company previously listed on the ASX.
Through GAR, Lexington holds a 51% interest in three gold projects in North and South Carolina, in the US.
These project interests are intended to be the cornerstone for GoldOz’s proposed ASX relisting, while providing Lexington shareholders with a route to crystallise value from the company’s US portfolio while retaining meaningful exposure to future upside.
GoldOz plans to raise funds to advance the US assets, enabling Lexington to focus management’s time and capital on its South African portfolio, including the Jelani joint venture project, which hosts a Joint Ore Reserves Committee- (Jorc-) compliant mineral resource of about 6.02-million ounces of gold.
As purchase consideration, GoldOz will issue 25.5-million new shares to Lexington, representing about 36.7% of GoldOz’s issued share capital on its relisting based on the illustrative capital structure set out in the agreement.
Further, Lexington will also receive cash payments of A$25 000 upfront and A$325 000 at completion of the transaction and will retain a 1% net smelter royalty (NSR) over the US projects.
Lexington may receive a further 12.5-million GoldOz shares subject to the defined Jorc resource milestones set out in the agreement being achieved.
If the milestones are satisfied and the deferred consideration shares are issued, assuming no further dilution, Lexington says it will hold 38-million GoldOz shares, representing about 46.3% of GoldOz’s issued share capital as enlarged by the issue of the deferred consideration shares.
“The board has carefully considered the optimal approach to realising value from Lexington ‘s diversified asset portfolio, and we believe this proposed transaction represents a compelling pathway for our American project interests,” says Lexington nonexecutive chairperson Edward Nealon.
He adds that the transaction affords Lexington the opportunity to unlock value for its shareholders, retain substantial equity exposure and potential deferred consideration upside, while also providing a platform for further exploration and development of these promising assets.
At the same time, he says, the transaction enables the company to sharpen its strategic focus on its substantial South African gold portfolio.
“This proposed transaction has been structured so as to ensure that Lexington retains meaningful exposure to the potential future upside in respect of its key US project interests, while contributing to the creation of a dedicated ASX platform through which such assets can be advanced,” says Lexington CEO Dr Bernard Olivier.
Olivier points out that the US projects include the existing Jorc-compliant Inferred MRE at Jones Keystone Loflin of about 323 500 oz of contained gold, together with further exploration upside at Jennings Pioneer and Carolina Belle.
Importantly, he says, Lexington remains funded for its current planned exploration activities following the company’s January 2026 fundraising of about £1.19-million gross, including planned work at Kroonstad, in South Africa.