Adyton Resources Corporation has signed an amended investment and development agreement with East Vision International Holdings Pte. Ltd. and East Vision Group Ltd. for the development of the Wapolu and Gameta gold projects on Fergusson Island in Papua New Guinea’s Milne Bay province.
The revised agreement replaces the original joint venture earn-in arrangement signed in May 2024 and restructures the pathway for East Vision International Holdings, or EVIH, to acquire up to a 50 percent interest in Fergusson Mining Pte. Ltd., formerly MR Exploration PNG Pte. Ltd., which holds the Fergusson Island projects.
Under the agreement, EVIH may invest up to US$9.5 million in the projects. Of this amount, US$8.5 million, referred to as the initial investment amount, will be used to fund project expenditures, while US$1 million will be paid directly to Adyton. The company said US$500,000 of that amount was paid when the original agreement was executed in May 2024.
The amended agreement restructures EVIH’s investment into a two-stage funding arrangement centred on the development of the Wapolu project.
The initial US$8.5 million investment will fund the acquisition of mining and processing equipment, completion of a feasibility study, permitting and licensing requirements, maintenance of tenements and the commencement of operations at Wapolu.
Adyton said the project is targeted to commence operations with a nameplate annual capacity of 300,000 run-of-mine tonnes of gold concentrate by Jan. 31, 2027.
Under the revised structure, EVIH’s non-voting Class B shares in Fergusson Mining will convert into voting Class A shares once the initial funding obligations are completed and the Wapolu project commences operations and reaches nameplate capacity. At that stage, Adyton and EVIH are expected to each hold a 50 percent interest in Fergusson Mining.
The agreement also requires an additional US$500,000 payment to Adyton within 90 days of the commencement of Wapolu operations.
If the required milestones are not achieved by May 2, 2027, any unconverted Class B shares may be cancelled without consideration.
Should the initial investment amount prove insufficient, EVIH may, at its discretion, provide Fergusson Mining with a shareholder loan of up to US$2 million carrying interest at 10 percent per annum.
The amended agreement also outlines a second-stage financing arrangement for the Gameta project. The proposed development includes a definitive feasibility study and construction of a mining and processing operation with a capacity of at least 2 million run-of-mine tonnes annually.
Adyton said the second-stage development is expected to be financed through a loan facility from East Vision Group, EVIH’s parent company, with interest set at 8 percent per annum. Interest and principal repayments would be prioritised from project cash flows before shareholder distributions.
As part of the transaction, Adyton has agreed to grant EVIH up to 4.5 million restricted share units under the company’s amended omnibus incentive plan.
The restricted share units will vest in three tranches tied to performance milestones at the Gameta project.
The first 1.5 million units will vest upon completion of the Gameta feasibility study to the satisfaction of Papua New Guinea’s Mineral Resources Authority by Dec. 31, 2026.
A second tranche of 1.5 million units will vest upon the granting of the Gameta mining lease, the CEPA environment permit and completion of all required landholder approvals.
The remaining 1.5 million units will vest upon the commencement of operations of the first of two 1 million run-of-mine tonne-per-year processing modules before May 1, 2028.
Adyton said the transaction is an arm’s-length deal and qualifies as an exempt transaction under TSX Venture Exchange policies. The company said no finder’s fees would be paid in connection with the agreement.
Adyton Managing Director and Chief Executive Officer Tim Crossley said the amended agreement provided a simplified structure for advancing the Fergusson Island projects toward production.
“This amended agreement simplifies the path to a 50/50 partnership with EVIH while preserving core funding elements to advance the Fergusson Island projects toward production,” Crossley said.
