Linden Gold Alliance Pty Ltd signed a binding agreement to acquire Red October and Devon Gold Projects from Matsa Resources Limited (ASX:MAT) for AUD 20 million on December 20, 2021. The AUD 20 million consideration under the terms of the SPA consists of the following: (a) A deposit of AUD 1 million payable on the execution of the SPA. Matsa has received this amount from LGL. This deposit may be increased by two additional AUD 1 million installments if LGL has not received conditional approval from the ASX for admission to the ASX by February 28, 2022, extending the completion date to April 30, 2022; and (ii) LGL has not received conditional approval from the ASX for admission to the ASX by April 30, 2022, extending the completion date to June 30, 2022. (b) On completion occurring in conjunction with the successful listing of LGL on the ASX, Matsa will receive: (a) A cash payment of AUD 5 million reduced by any amounts paid under 1(a) or (b) above; and (b) AUD 9 million either in cash or LGL shares (the full AUD 9 million in shares is expected to equate to an approximately 19.6% interest in LGL at the time of LGL listing on the ASX) at LGL?s election, subject to a maximum of AUD 4.5 million able to be paid by way of cash. Note that the amount that may be paid to Matsa in cash (together with shares in LGL) will be subject to ASX Listing Rule. (c) A deferred payment of AUD 5 million consisting of: (a) A deferred cash payment of AUD 2.5 million within 24 months of LGL receiving conditional approval from the ASX for admission to the ASX; and (b) A net profit payment of AUD 2.5 million payable quarterly from mining operations at the Devon gold project. Should LGL not receive conditional approval from the ASX for admission to the ASX by June 30, 2022 as a result of events beyond the control of LGL, the deadline for conditional approval will be extended for up to a further 90 days. At this point, LGL may elect to complete the sale by paying the balance of the payments described in cash, i.e. AUD 12 million to Matsa. As on February 28, 2022, Matsa shareholders has approved the transaction. Completion of the sale is scheduled to occur in conjunction with the successful listing of LGL on the ASX by February 28, 2022. The transaction is highly value accretive to Matsa shareholders and will provide non-dilutive funding for Matsa to grow the pro-forma 553,000oz gold resource and define new resources at targets such as Fortitude North.
As on March 3, 2022, Matsa has received AUD 0.4 million additional cash payment and anticipates the closing in May, 2022. As on March 28, 2022, Matsa has received AUD 0.6 million payment. As of May 2, 2022, Matsa Resources Limited wishes to advise that it and Linden Gold Alliance Pty Ltd (to be converted to a public company and renamed Linden Gold Alliance Limited) have agreed to an extension of time to pay the next extension payment of AUD 1 million. Matsa and Linden have entered into an Amended and Restated Sale and Purchase Agreement whereby Linden are able to split the next AUD 1 million payment as follows: 1) AUD 0.5 million to Matsa which has now been paid; and 2) AUD 0.5 million on the earlier of the date on which Linden receives Conditional Approval to list on the ASX or May 25, 2022. As a result, the Conditional Approval date has been extended to no later than June 30, 2022. As of July 1, 2022, Linden has claimed an automatic extension for a further period of up to 90 days.

Linden Gold Alliance Pty Ltd cancelled the acquisition of Red October and Devon Gold Projects from Matsa Resources Limited (ASX:MAT) on December 23, 2022.