Pure Resources Agrees $20,000 Sale of Mt Monger Tenement with Contingent Uplift

Pure Resources Exits Non-Core Mt Monger Gold Licence

Pure Resources Limited (ASX:PR1) has signed a binding agreement to divest its entire interest in the Mt Monger gold exploration project in Western Australia to Perth-based AFT Gold Assets Pty Ltd for a modest cash sum of $20,000 (exclusive of GST). This sale marks a clear strategic shift as Pure sheds a legacy asset that no longer aligns with its core focus.

The deal includes a potentially lucrative kicker for Pure: an uplift fee equal to 20% of any consideration AFT Gold receives if the tenement is monetised via an initial public offering, reverse takeover, or trade sale within 18 months of settlement. This fee will be payable in the same form as the consideration received, whether cash or securities, preserving Pure’s exposure to upside without ongoing expenditure.

Financial Terms and Security Measures

Settlement is contingent on customary conditions, including AFT Gold completing due diligence within 20 business days and obtaining any necessary ministerial consents under Western Australia’s Mining Act 1978. Upon settlement, Pure will transfer all rights, title, and interest in Exploration Licence E26/227 and associated mining information to the purchaser.

To protect its uplift fee entitlement, Pure will lodge a caveat over the tenement during the uplift period and secure a deed of guarantee from each of AFT Gold’s directors. Interest at 8% per annum applies to any unpaid uplift fee, underscoring the company’s intent to safeguard its financial interests despite divesting the asset.

Strategic Implications and Cost Relief

Interim CEO Rocco Tassone described the Mt Monger Project as a "legacy gold exploration asset" that no longer fits Pure’s strategic direction. By offloading the tenement, Pure removes ongoing holding costs and expenditure commitments associated with the project, which is likely to improve its cash flow and focus resources on its advanced materials and critical minerals ventures.

Pure’s current strategy is anchored in its upstream graphite and garnet projects, a US Department of Energy strategic partnership for heavy rare earth elements, and a funded R&D collaboration with Rice University to develop high-performance carbon nanotube fibre technology. This divestment aligns with the company’s pivot towards these higher-potential, integrated mine-to-market initiatives.

Next Steps and Potential Triggers for Uplift Fee

Following the satisfaction or waiver of conditions precedent, settlement will occur within five business days. The purchaser will then register the tenement transfer and seek ministerial consent if required. Pure has committed to updating the market on settlement and any uplift fee entitlements arising during the 18-month period.

While the upfront cash consideration is modest, the uplift fee mechanism offers shareholders exposure to any near-term monetisation events involving the Mt Monger tenement. The timing and likelihood of such a transaction remain uncertain, but the structure ensures Pure retains a meaningful stake in potential upside without the burden of ongoing costs.