Pacgold Spins Out 1.33Moz North Queensland Gold Assets Into Manda Resources

Pacgold Demerger of North Queensland Gold Assets into Manda Resources

Pacgold Limited (ASX: PGO) has announced a binding agreement to execute a Pacgold demerger of North Queensland gold assets into Manda Resources, a new company designed to unlock shareholder value whilst sharpening Pacgold's focus on near-term gold production in South Australia.

The transaction combines Pacgold's Alice River and St George projects with Territory Minerals Ltd's Hodgkinson Basin portfolio, creating a consolidated North Queensland gold explorer backed by the management team of Emerald Resources NL (ASX: EMR). The resulting entity will enter the ASX through an IPO targeted for late calendar year 2026, with eligible Pacgold shareholders receiving a direct stake through an in-specie distribution.

The Deal Structure: What's Being Created

Manda Resources will be assembled through two simultaneous transactions:

1. Pacgold transfers its 100% interest in the Alice River Gold Project and its earn-in rights over the St George Gold-Antimony Project into Manda.
2. Manda acquires Territory Minerals Ltd, securing the Tregoora, Northcote, Atric and Reedy Gold Projects in North Queensland's Hodgkinson Basin.

The combined company will hold a global JORC-compliant Mineral Resource of 1.33 million ounces of gold (Indicated and Inferred), spread across a consolidated tenement package exceeding 1,700km².

The projects sit within trucking distance of each other, underpinning a longer-term vision of a 'hub and spoke' processing model — a centralised plant fed by ore from multiple satellite operations.

What Pacgold Shareholders Receive

Eligible Australian and New Zealand shareholders will receive 1 Manda share for every 6.76 Pacgold shares held at the record date (based on current issued capital of 432,912,305 shares), representing a distribution of 64 million Manda shares at a deemed issue price of $0.25 per share.

At Manda's ASX admission (assuming the minimum IPO raise of $21 million), Pacgold shareholders as a collective group would hold approximately 28% of Manda's issued capital.

Additionally, Pacgold shareholders will be offered a priority allocation of up to $2 million within the IPO raise, providing a further opportunity to increase their exposure ahead of listing.

"This strategic demerger is a highly compelling transaction that unlocks significant value for Pacgold shareholders. By spinning out our North Queensland exploration assets into Manda, we are transferring these highly prospective projects into the hands of a proven, tier-one team with demonstrable success in mine development."

— Matthew Boyes, Managing Director, Pacgold Limited

Shareholders should note that the asset disposal to Manda can complete independently of whether the IPO proceeds or shareholder approval for the in-specie distribution is obtained. If the IPO does not proceed, Pacgold or its shareholders would hold shares in an unlisted Manda company, which would have limited liquidity and uncertain value. There is no guarantee the ASX listing will occur.

The Capital Stack: A Well-Funded Explorer from Day One

One of the most compelling features of this transaction is the funding structure that Manda brings to these historically underexplored assets.

Emerald has already invested approximately $6.4 million in the pre-IPO raising and intends to invest a further $4.25 million in the IPO. This level of commitment from a major gold producer carries significant weight, signalling conviction in the geological potential of these North Queensland assets.

The indicative capital structure at ASX admission is summarised below:

Tier-One Leadership: The Emerald Resources Connection

The calibre of the Manda board is a material differentiator. Emerald Resources NL has built a track record as a disciplined gold developer, most notably through its 100% owned Okvau Gold Mine in Cambodia.

The intended Manda board at ASX admission includes:

• Morgan Hart — Non-Executive Chairman (current Emerald Resources Managing Director)
• Jay Hughes — Non-Executive Director (current Emerald Resources Non-Executive Chairman)
• Bernie Cleary — Non-Executive Director (former General Manager of Evolution Mining's Mount Rawdon Gold Mine; currently an executive at Emerald)
• Stephen Biggs — Non-Executive Director
• Neil Macdonald — Non-Executive Director

"Manda's consolidation of the North Queensland assets, together with its proposed capital raisings, is strongly supported by Emerald as we believe that with a well-funded, managed and focused exploration strategy, these underexplored and historically stranded assets have the potential to deliver significant resource growth and new discoveries, ultimately developing into a project of significant scale."

— Morgan Hart, Managing Director, Emerald Resources NL

Furthermore, Pacgold retains the right to appoint a nominee director to the Manda board if the IPO does not complete within six months of the sale agreement.

The Asset Portfolio: What Manda Will Explore

Alice River Gold Project — The Flagship

Alice River covers 30km of strike within 377km² of granted tenements in far North Queensland. The project hosts an intrusion-related gold system with geological characteristics that have been compared to large-scale deposits elsewhere.

Pacgold's exploration from 2021 defined a maiden JORC resource announced in May 2025:

• Constrained MRE: 12.2Mt @ 1.2 g/t Au for 474Koz Au
• Global estimate: 26.8Mt @ 1.00 g/t Au for 854Koz Au

The resource remains open along strike and at depth across multiple targets — Central, South and North — with extensive regional geochemical anomalies yet to be systematically drill-tested.

St George Gold-Antimony Project

Located 170km southeast of Alice River, St George covers 905km² across seven granted exploration licences in the Hodgkinson Province. Six main prospects have been identified along the Fence Structural Zone, a major NNW-trending mineralised corridor exceeding 30km strike. No systematic modern drilling has been completed.

Hodgkinson Basin Portfolio (via Territory Minerals)

The Territory assets — Tregoora, Northcote, Atric and Reedy — sit within the same Hodgkinson Province and collectively add 480Koz Au to the resource base:

The St George and Territory tenements combine to form an almost contiguous block of approximately 1,300km² of highly prospective gold-antimony exploration ground.

Additional Assets

Manda also holds the Lake Burnside Project in Western Australia (~700km²) covering five exploration licences for potassium sulphate brine evaluation. In addition, the company has filed Applications for Forfeiture over approximately 1,500km² in the Yandal Greenstone Belt in Western Australia — ground adjacent to some of the region's historically significant gold mines.

What Happens Before the IPO: The Drilling Programme

Manda has already commenced planning for an aggressive pre-IPO exploration campaign. Drilling is proposed to begin as early as next month (July 2026), with a targeted programme of approximately 15,000 metres of RC and diamond drilling across the Alice River, St George, Tregoora, Northcote, Atric and Reedy assets — all before the IPO in late CY2026.

The focus of this work will be on:

• Infill and extensional drilling across the existing 1.33Moz resource base
• Regional geochemical surveys
• Geological mapping and target generation

The intent is to enter the IPO with updated resource data and potentially materially larger contained ounces — a clear catalyst for value creation at listing.

Understanding the In-Specie Distribution: A Key Concept for Investors

For investors less familiar with this mechanism, an in-specie distribution is essentially a dividend paid in the form of shares rather than cash. Instead of receiving money, Pacgold shareholders will receive shares in Manda directly into their brokerage accounts.

In this case:

• Pacgold receives 64 million Manda shares as consideration for the North Queensland assets
• Those 64 million shares are then distributed pro rata to eligible Pacgold shareholders (Australia and New Zealand only)
• The ratio works out to approximately 1 Manda share per 6.76 Pacgold shares held at the record date

Why it matters to investors: Rather than losing exposure to the North Queensland assets through a straight asset sale, Pacgold shareholders retain direct upside in those projects through their Manda shareholding — whilst simultaneously continuing to hold their Pacgold shares, which will now be laser-focused on production and development in South Australia.

This Pacgold demerger of North Queensland gold assets into Manda Resources represents a sophisticated structure designed to maximise value for shareholders across two distinct investment pathways.

For shareholders outside Australia and New Zealand, however, a sale facility will be established and net proceeds remitted accordingly.

Indicative Transaction Timetable

The timetable is indicative and subject to change. Shareholders are encouraged to monitor Pacgold's ASX announcements for updates.

Pacgold's Focused Future: White Dam Production in the Spotlight

Completing this demerger is not just about what is created in Manda — it is equally significant for what it enables Pacgold to become. With the North Queensland assets transferred, Pacgold will concentrate entirely on its White Dam Gold Mine in South Australia, located 50km west of Broken Hill in the Curnamona Province.

Key operational developments already underway at White Dam include:

• Maiden production achieved — the White Dam operation has entered production
• Plant refurbishment completed — minimal additional capital required for further capacity expansion
• Heap leach pad reprocessing ramping up — final lift of material now being processed
• Cashflow from gold production imminent — the current elevated gold price environment provides a strong backdrop
• Plant capacity expansion underway — additional 4Mt leaching capacity and throughput increase to 220m³ planned
• Active drilling programme — approximately 12,000m completed at Vertigo in Q1; resource update underway

The strategic logic is clear: Pacgold becomes a more investable, production-focused business with a defined pathway to cashflow, whilst Manda becomes the vehicle for aggressive exploration-stage value creation.

Investment Thesis: Two Bites of the Cherry

This transaction is structured to offer Pacgold shareholders participation in two distinctly different value creation pathways simultaneously.

Pathway 1 — Manda (Exploration Upside)

• 1.33Moz gold resource base across a consolidated North Queensland platform
• Management team with a track record of building and operating gold mines
• Substantial pre-IPO and IPO funding providing multi-year exploration capital
• ~15,000m drill programme commencing before IPO — near-term resource growth catalyst
• Pacgold shareholders to hold ~28% of Manda at admission
• Priority IPO allocation of up to $2 million available to Pacgold shareholders

Pathway 2 — Pacgold (Production Upside)

• White Dam in active production at a time of elevated gold prices
• Streamlined portfolio with capital directed at a defined asset
• No distraction from exploration-stage North Queensland projects
• Exploration pipeline maintained at Vertigo, White Dam North, Rolling and regional targets

Understanding In-Specie Distributions in Australian Markets

An in-specie distribution involves transferring assets — in this case, Manda shares — to shareholders proportionally based on their existing shareholdings. This mechanism is commonly used in Australian resource markets to unlock value from subsidiary or spin-off entities.

What Are the Key Benefits of an In-Specie Structure?

• Direct ownership in the spun-out entity without requiring additional capital
• Tax efficiency under certain circumstances compared to cash distributions
• Portfolio diversification across different risk profiles and development stages
• Management specialisation allowing focused expertise in distinct business areas

How Does the Implementation Process Work?

The Pacgold demerger of North Queensland gold assets into Manda Resources follows a structured process requiring multiple approvals. Shareholders must approve both the asset sale and the in-specie distribution at separate general meetings. The distribution occurs independently of the IPO completion, though the IPO provides the intended liquidity mechanism.

What Should Shareholders Consider?

Eligible shareholders receive exposure to Manda's exploration upside whilst retaining their existing Pacgold investment. However, shareholders outside Australia and New Zealand cannot directly receive Manda shares due to regulatory constraints. A sale facility addresses this limitation by selling their entitlement and remitting net proceeds.

Key Takeaway

The Pacgold demerger of North Queensland gold assets into Manda Resources represents a sophisticated transaction structure providing shareholders with dual exposure to both near-term production cashflow and exploration upside. With a combined 1.33Moz gold resource, a pre-IPO drill programme of approximately 15,000 metres commencing in July 2026, and a targeted ASX listing for Manda in late CY2026, this transaction is structured to deliver value across multiple fronts simultaneously.

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