Calidus Resources Limited (ASX:CAI) entered into a binding agreement to acquire Blue Spec Project from Beatons Creek Gold Pty Ltd. for AUD 19.5 million on September 21, 2020. The consideration will be paid in cash and a deposit of AUD 0.2 million, refundable against final consideration, is payable by Calidus within 2 days of signing the agreement. The deposit is non-refundable should the transaction fail to proceed. As of November 25, 2020, Novo Resources Corp., parent of Beatons Creek Gold, executed an amended terms sheet and agreed to a revised transaction structure and payment schedule with Calidus as follows: (i) Calidus will pay AUD 2.5 million to the company by November 30, 2020 in exchange for a 10% interest in the Subject Blue Spec Tenements; (ii) Calidus has the right to acquire an additional 10% interest in the Subject Blue Spec Tenements by paying the company an additional AUD 2.5 million (the “Second Payment”) by January 31, 2021; (iii) At Calidus' sole discretion, Calidus can increase the Second Payment to AUD 5 million in exchange for an additional 15% interest in the Subject Blue Spec Tenements (the “Second Bonus Payment”) (for an aggregate 25% interest); (iv) In order to acquire the remaining interest in the Subject Blue Spec Tenements, Calidus must pay the company the remaining AUD 11.8 million or AUD 14.3 million (either being the “Remaining Payment”) of the total agreed purchase price of AUD 19.5 million by March 31, 2021; (v) If Calidus exercises its right to make the Second Bonus Payment, AUD 1.5 million of the Remaining Payment of AUD 11.8 million can be satisfied by the issuance of ordinary shares of Calidus at a 15-day trailing volume weighted average price prior to the date of issuance, subject to Calidus shareholder approval; (vi) If Calidus does not make the Second Bonus Payment, the Remaining Payment must be made in cash for the full AUD 14.3 million; and (vii) If Calidus fails to complete the transaction in full by March 31, 2021, Novo will have an 18-month option to repurchase any residual interest in the Subject Blue Spec Tenements held by Calidus for 50% of the aggregate consideration paid by Calidus for that interest.

As of December 1, 2020, Calidus Resources Limited has made the initial AUD 2.5 million payment to Novo to gain a 10% interest in the Blue Spec tenements. As of February 1, 2021, Calidus Resources has completed an AUD 5 million payment which increased its ownership to 25%. As of March 23, 2021, Calidus Resources has paid AUD 7.7 million to Novo Resources. It will also make a cash payment totaling AUD 5 million to Novo Resources by March 31, 2021 and issue 13,333,333 ordinary shares to Novo Resources by April 16, 2021. Calidus will transfer a 100% interest in prospecting license 45/3065, adjacent to Novo Resources' Talga Talga project in the East Pilbara region of Western Australia to Beatons Creek Gold. Calidus Resources Limited proposed to issue 62.5 million shares at an issue price of AUD 0.51 per share to raise AUD 31.875 million from institutional and sophisticated investors via a Placement. Calidus to undertake a Share Purchase Plan also to eligible shareholders to raise a further AUD 5 million on the same terms as the Placement. Funds raised via Placement and Share Purchase Plan will also be used for the acquisition of Blue Spec Project. As of March 25, 2021 Calidus Resources Limited received AUD 12.5 million in share placement. Proceeds will be used to fund the acquisition of the Blue Spec gold project. CAI shareholders meeting will be held on May 19, 2021.

The transaction is conditional upon, consent of the Minister required under the Mining Act, Calidus arranging sufficient finance to pay the consideration, supplementary agreements being executed to assign heritage agreements and existing third-party approvals and signing of road access agreements to facilitate Calidus to transport material to the Warrawoona processing facilities, along with customary regulatory approvals. As of March 23, 2021, the transaction is still subject to the satisfaction of certain conditions precedent including the execution of various deeds of assignment between Novo Resources, Calidus, and relevant third parties, and customary regulatory approvals. CAI Board recommend shareholders to vote in favor of the transaction. The parties are targeting closing the transaction within 60 days of signing the agreement and payment of final consideration by November 30, 2020. As of October 14, 2020, the transaction is expected to close on November 30, 2020. Novo plans to use proceeds from the sale of Blue Spec to aggressively advance expansion of its Beatons Creek deposit as well as explore other near surface targets it holds across the region.

Calidus Resources Limited (ASX:CAI) completed the acquisition of Blue Spec Project from Beatons Creek Gold Pty Ltd on April 1, 2021.