Sky Metals (ASX:SKY) and Advance Metals (ASX:AVM) are planning to list a new Australian gold explorer on the ASX in H1 2027.
The two companies signed a non-binding term sheet to combine their gold interests into a new company, NewCo. The portfolio covers more than 2,000km2 across southeastern Australia.
Advance would contribute the Myrtleford and Beaufort Gold Projects in Victoria. Meanwhile, Sky would add the Cullarin, Kangiara, and Caledonian Projects in New South Wales, including the Hume gold discovery.
Advance would receive 30 million NewCo shares, or 37.5% of the company at listing. Sky would receive 15 million shares, or 18.75%.
Both parcels carry a deemed issue price of $0.20 per share, valued at $6 million and $3 million respectively. No cash changes hands.
NewCo plans an initial public offering (IPO) to raise $6 million at $0.20 per share, with PAC Partners as lead manager. The offer is expected to include a priority allocation of up to $3 million for eligible Advance and Sky shareholders.
The company expects 80 million shares on issue at listing. IPO investors would hold 37.5%, and seed investors would hold about 6.25%. The shares issued to Advance and Sky are expected to be subject to 24 months of ASX escrow.
Sky Managing Director Oliver Davies says spinning out the gold assets allows the company to concentrate on its core tin-tungsten portfolio.
“With SKY focused on our core tin-tungsten development portfolio, combining these projects with Advance’s Victorian assets would bring together a dedicated technical team, funding, and a singular exploration focus,” Davies says.
Advance Managing Director Adam McKinnon would join the board as Advance’s nominee, alongside a Sky nominee and an independent chair. A chief executive or managing director is yet to be agreed.
Completion depends on due diligence, formal agreements, shareholder and regulatory approvals, the minimum IPO subscription, and ASX approval.
The parties aim to satisfy the conditions by March 2027. However, there is no certainty the transaction will proceed.
Sky Metals is an Australian explorer and developer advancing its flagship Tallebung Tin-Tungsten-Silver Project and the Doradilla Project in New South Wales.
Advance Metals is an Australian exploration company advancing silver-gold projects in Mexico’s Sierra Madre Occidental and gold projects in Victoria.
Write to JC Villarba at Mining.com.au
Images: Advance Metals
