Yari Resources (ASX:YAR) has entered a binding conditional share sale and purchase agreement to acquire the Arcadia Coal Project in Central Queensland.
The company will acquire Arcadia through acquiring a whole interest in Northern Comet Resources.
Arcadia hosts a JORC-compliant resource estimate of 282 million tonnes (Mt) with 164Mt in the indicated category and 118Mt in inferred.
Managing Director Courtney Taylor says the acquisition of Arcadia is centred on “turning Rolleston South from a standalone project into the foundation of a much larger regional opportunity”.
“Arcadia gives Yari additional scale, more geological data, and a broader platform to assess long-term development options across the Rolleston coal district,” Taylor says.
“Importantly, the transaction is structured so that the major consideration is linked to project success.
“Yari is maximising shareholder value by structuring the transaction with low upfront consideration and most of the value linked to project milestones, including initial coal production and a gross royalty.
“Recent M&A activity in the Bowen Basin highlights the value of these assets and we are delighted to be expanding our resource base in this world-class coal district, supporting Yari’s district-scale consolidation strategy.”
The acquisition effectively doubles Yari’s resource estimate to more than 500Mt in the Rolleston coal district.
As part of the completion of the transaction, Northern Comet Resources will enter into a royalty deed in favour of Utopia Resources. The deed provides a 1.5% gross revenue royalty on coal produced and sold from the Arcadia tenements.
The upfront cash payment is valued at $50,000, with 147.59 million shares to be issued as completion shares. The shares represent 10% of Yari’s total issued capital.
Milestone payments include $250,000 on the announcement of a 100Mt increase or conversion of the resource estimate, $500,000 on the granting of a mineral development licence, and $500,000 on the granting of a mining licence.
Milestone payments are payable in cash or shares at Yari’s election.
Success payments total $20 million in cash, with $5 million payable on first commercial production, and another $5 million on each anniversary over the first three years.
Yari must complete $400,000 in qualifying expenditure at the asset within the three-year earn-in period.
Yari will raise $2.2 million through the issuance of 488.89 million shares at $0.0045 per share, together with 488.89 million free-attaching unlisted options, across two tranches. The funds will support activities across the Rolleston South and Arcadia projects.
CPS Capital will act as the lead manager to the placement.
Completion of the agreement is subject to the satisfaction of conditions precedent, including approval from Yari shareholders. Yari will seek shareholder approval at an upcoming extraordinary general meeting in September 2026, along with approval for tranche two of the placement.
Write to Maddison Elliott at Mining.com.au
Images: Yari Resources
