06:35 AM EDT, 07/02/2025 (MT Newswires) -- GoldMining ( GLDG ) late on Tuesday said its subsidiary signed a binding term sheet for an earn-in agreement allowing Australia Mines to acquire up to 80% interest of the Boa Vista project in Brazil for up to $7 million in cash and equity.

GoldMining ( GLDG ) currently owns an indirect 84% interest in the project. If the option is exercised in full, the company will retain a 20% stake.

The initial payment is composed of $55,000 in cash and an issuance of Australia Mines ordinary shares valued at A$1 million.

The first option gives Australia Mines 3 years to earn the right to a 51% interest by incurring minimum exploration expenditures of $4 million, announcing a mineral resource estimate of at least 500,000 gold ounces and an issuance of shares valued at A$1 million.

Upon satisfying the first option conditions, Australia Mines and GoldMining ( GLDG ) will form a 51/49 joint venture with Australia Mines as the initial operator.

The second option allows Australia Mines to earn a further 19% stake within 3 years of completion of the first option by spending at least A$1 million on exploration and feasibility study activities, including at least A$1 million on environmental baseline studies; and completing a feasibility study with mineral reserves of more than 250,000 ounces of gold.

The third option allows Australia Mines to earn a further 10% interest by granting GoldMining ( GLDG ) a shield to dilution out of the joint venture or paying the third option exercise price amounting to either $4.4 million or the value of the mineral resource at the time of exercise, whichever is greater.

"The transaction will allow management to further focus its attention on advancing its key assets, such as the Sao Jorge Project, where the company recently announced its largest drilling program to date," said GoldMining ( GLDG ) CEO Alastair Still.

GoldMining's ( GLDG ) share price at last look edged down 0.4% to US$0.72 in U.S. pre-market trading on Wednesday.