New Thomson Royalty Arrangement and JV Option with Red Hill
Released
Released
Announcement PDF
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12/217 Howick St, Bathurst, 2795
www.legacyminerals.com.au
Red Hill Minerals to Fund up to $6 Million of Exploration at
Thomson Gold-Copper Project NSW
Agreement to advance the Project under new royalty arrangement and farm-in option.
HIGHLIGHTS
• Legacy Minerals has signed a binding Heads of Agreement (HOA) with Red Hill Minerals Limited (ASX:
RHI) over the Company's 100%-owned Thomson Intrusion-Related Gold and Copper Project.
• Stage 1: Red Hill will sole-fund and manage a $2 million exploration program over 12 months on
EL9190 and EL9194, including a minimum of 1,500m of diamond drilling to test at least two targets,
in exchange for the removal of Legacy Minerals' right to buy back the existing 1.5% Net Smelter
Royalty held by Red Hill over those tenements.
• Stage 2: on completion of Stage 1, Red Hill may elect to earn a 75% interest in the Thomson Project
by sole-funding a further $4 million of exploration over up to 48 months, including a further
minimum of 1,500m of diamond drilling, taking total partner-funded exploration to up to $6 million.
• Legacy Minerals retains 100% of the Project through Stage 1 and does not fund exploration during
the farm-in period, holding a 25% participating interest on formation of a joint venture. The Buy Back
Right is only extinguished if Red Hill completes the Stage 1 program.
• The program will target the Project's drill-ready “bullseye” magnetic anomalies, including follow-up
of the broad gold intercept of 377m at 0.1g/t Au (no cut-off) from 225m at Cut-Ai
.
• The agreement allows Legacy Minerals to keep its capital and team focused on the Mt Carrington
Gold-Silver Project while Thomson is advanced by a funded partner.
Figure 1. Thomson Project overview and examples of “bullseye” magnetic targets, including the priority drill
targets Cut-A, Cut-AC and Cut-Ciii
.
ASX Announcement
11 November 2026 ASX: LGM
See Endnotes on Page 6 for references
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Legacy Minerals Holdings Limited (ASX: LGM, “LGM”, “the Company” or “Legacy Minerals”) is pleased
to advise that it and its wholly-owned subsidiary Starlight Exploration Pty Ltd have entered into a
binding Heads of Agreement (“HOA”) with Red Hill Minerals Limited (ASX: RHI, “Red Hill”) under which
Red Hill may sole-fund up to $6 million of exploration at the Company's 100%-owned Thomson
Intrusion-Related Gold and Copper Project (“Thomson” or “the Project”) in north-western New South
Wales (EL9190, EL9194 and EL9728).
Management Comment Legacy Minerals CEO and Managing Director, Christopher Byrne, said:
“We are pleased to be partnering with Red Hill Minerals, who have a successful track record of discovery
and value creation. Red Hill has committed to sole fund up to $6 million in exploration, including a
minimum of 1,500m of diamond drilling in the first 12 months, while Legacy Minerals retains 100%
ownership through Stage 1 and keeps its capital and team focused on our flagship Mt Carrington Project.
The Thomson Project presents a rare discovery opportunity, with a district-scale position in Australia’s
least explored mineral province. Work to date has identified several large-scale intrusion-related gold
targets, similar in geophysical signature to the Winu or Havieron deposits, that are yet to be drill tested.
These targets are ripe for follow-up exploration, and we are pleased to have a well-funded partner to
undertake these programs.
Legacy Minerals has a strong track record of securing funding and working with world-class exploration
teams. This allows us to secure non-dilutive funding across our assets while retaining exposure for our
shareholders, and we look forward to now working with the Red Hill team to unlock the next big discovery
on the Thomson Project.”
Transaction Overview
The HOA provides for a two-stage transaction under which Red Hill will sole-fund and manage
exploration at Thomson, with Legacy Minerals not required to contribute to exploration expenditure
until a joint venture is formed.
Stage 1: Funded Exploration Program and Royalty Buy Back Right
Red Hill will sole-fund and manage an initial exploration program, comprising $2 million of in-ground
expenditure on EL9190 and EL9194 (the “Royalty Tenements”) over 12 months from satisfaction of
the conditions precedent (the “Stage 1 Period”), including a minimum of 1,500m of deep diamond
drilling aimed at testing at least two targets. If Red Hill has completed the minimum drilling but does
not reach $2 million of in-ground expenditure, it may pay the shortfall to Legacy Minerals in cash.
Red Hill holds a 1.5% Net Smelter Royalty (the “Royalty”) over the Royalty Tenements. Legacy Minerals
currently holds a right to buy back the Royalty (the “Buy Back Right”) for A$6 million1F1F
ii
. On completion
of Stage 1, the Buy Back Right will be extinguished and the Royalty will remain uncapped. If Red Hill
withdraws from or does not complete Stage 1, the Buy Back Right remains in place.
The parties will execute a formal agreement reflecting the HOA within 30 days of signing, with the
HOA remaining binding in the meantime.
Stage 2: Option to Earn a 75% Interest
Within 30 days of completing Stage 1, Red Hill may elect to earn a 75% interest in the entire Thomson
Project (EL9190, EL9194 and EL9728) by sole-funding a further $4 million of in-ground expenditure
over a maximum of 48 months (the “Farm-in Period”). Red Hill must incur a minimum of $2 million of
in-ground expenditure and complete a further minimum of 1,500m of diamond drilling within the first
24 months of the Farm-in Period before it may withdraw. As in Stage 1, Red Hill may satisfy any
expenditure shortfall by cash payment to Legacy Minerals.
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On completion of the earn-in, an unincorporated joint venture (the “Thomson Joint Venture”) will be
formed, with Red Hill holding a 75% participating interest and Legacy Minerals a 25% participating
interest. Red Hill will be the initial manager, with programs and budgets approved by an operating
committee voting in proportion to participating interests and a management fee of 5% of joint venture
expenditure. Standard dilution provisions will apply, with a participating interest that falls to 10% or
below converting to a 1.5% NSR royalty or being purchased by the other party. On formation of the
joint venture, Red Hill's Royalty will extend to all three tenements but will not apply to Legacy
Minerals' share of production while the joint venture continues.
Should Red Hill elect not to proceed to Stage 2, Legacy Minerals will retain 100% of the Thomson
Project, having had the Stage 1 program funded by Red Hill, and Red Hill will retain its 1.5% Royalty
over the Royalty Tenements with the Buy Back Right extinguished. If Red Hill later withdraws from the
farm-in or the joint venture, its interest reverts to Legacy Minerals, and the Royalty applies to all three
tenements and all production.
A summary of the key terms of the HOA is set out in Table 1. Expenditure under the HOA is measured
as in-ground exploration expenditure claimable under the Mining Act 1992 (NSW), including tenement
holding costs and a deemed 10% allowance for administration. The formal farm-in and joint venture
agreement will be based on the ER Law example two-party exploration joint venture agreement.
Table 1. Summary of the key terms of the binding Heads of Agreement between Legacy Minerals and Red
Hill Minerals.
Term Summary
Parties Legacy Minerals Holdings Limited (ASX: LGM) and its wholly-owned subsidiary
Starlight Exploration Pty Ltd (tenement holder); Red Hill Minerals Limited (ASX:
RHI).
Project Thomson Intrusion-Related Gold and Copper Project, NSW: EL9190 and EL9194
(Royalty Tenements) and EL9728.
Stage 1 Red Hill sole-funds and manages $2 million of in-ground expenditure on the
Royalty Tenements over 12 months from the Commencement Date
(extendable 12 months for delay events), including a minimum of 1,500m of
deep diamond drilling to test at least two targets. Red Hill may withdraw on 30
days' notice after completing the minimum drilling and may pay any
expenditure shortfall to Legacy Minerals in cash. On completion, Legacy
Minerals' Buy Back Right over the 1.5% Royalty is extinguished; if Red Hill
withdraws or does not complete Stage 1, the Buy Back Right remains.
Stage 1 conditions Completion of Red Hill's due diligence (including compliance audit) within 30
days of signing; Legacy Minerals entering into any further land access
agreements required for the Stage 1 program; any other condition arising from
due diligence; and a deed amending the Royalty Deed. Red Hill may terminate
if not satisfied or waived within the agreed periods.
Stage 2 (Farm-in) Within 30 days of completing Stage 1, Red Hill may elect to earn a 75% interest
in all three tenements by sole-funding a further $4 million of in-ground
expenditure over a maximum of 48 months (extendable for delay events).
Conditional on further due diligence, renewal of expiring tenements for at least
two years without area reduction, and land access and native title agreements
for the Stage 2 program.
Minimum commitment During Stage 2, Red Hill must incur a minimum of $2 million of in-ground
expenditure and complete a further minimum of 1,500m of diamond drilling
within the first 24 months of the Farm-in Period before it may withdraw.
Joint venture On completion of the earn-in, an unincorporated Thomson Joint Venture is
formed: Red Hill 75%, Legacy Minerals 25%. Red Hill is initial manager (5%
management fee); operating committee votes by participating interest.
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Standard dilution applies; an interest at or below 5% converts to a 1.5% NSR
royalty or is purchased by the other party. Pre-emptive rights apply on
transfers.
Royalty after joint
venture formation
Red Hill's 1.5% Royalty extends to all three tenements but does not apply to
Legacy Minerals' share of production while the joint venture continues. If Red
Hill withdraws from the joint venture, the Royalty applies to all tenements and
all production.
Expenditure definition In-ground exploration expenditure claimable under the Mining Act 1992 (NSW),
including tenement rents and holding costs, rehabilitation and land access
costs, plus a deemed 10% administration allowance.
If Red Hill does not
proceed to Stage 2
Legacy Minerals retains 100% of the Project. Red Hill retains an uncapped 1.5%
Royalty over the Royalty Tenements with the Buy Back Right extinguished. If
Red Hill later withdraws from the farm-in or joint venture, its interest reverts to
Legacy Minerals.
Thomson Project Overview
The Thomson Project is located west of Bourke in north-western New South Wales and covers
approximately 5,400km² of granted exploration licences (EL9190, EL9194 and EL9728), securing a belt-
scale exploration position near the southern margin of the Thomson Orogen2F2F
iii
. Basement rocks are
interpreted to comprise Cambrian to Ordovician volcanics and metasediments intruded by Silurian to
Devonian igneous rocks, beneath approximately 80m to 280m of Eromanga and Surat Basin cover that
is amenable to magnetic and gravity targeting3F3F
iv
.
The Project hosts numerous discrete, coincident magnetic and gravity “bullseye” anomalies that are
interpreted as potential intrusion-related gold and copper systems, several of which have drilling
approvals in place and remain untested5
. Previous drilling at the Cut-A anomaly returned a broad
intercept of 377m at 0.1g/t Au (no cut-off) from 225m, including 11m at 0.8g/t Au from 287m1
, which
has not been followed up. Legacy Minerals' first diamond drilling at the Cut-B and F4 anomalies in
2025 intersected extensive hydrothermal alteration and quartz-sulphide veining with distal intrusion-
related pathfinder assemblages (W-Ag-Zn-As)4F4F
v
.
About Red Hill Minerals
Red Hill Minerals Limited (ASX: RHI) is an established, cash-flow positive Australian exploration and
royalty company. In September 2021, Red Hill sold its 40% interest in the Red Hill Iron Ore Joint
Venture to Mineral Resources Limited (ASX: MIN) for $400 million in cash and a 0.75% royalty. Red Hill
has held the Thomson Royalty since May 2025.
Next Steps
Legacy Minerals and Red Hill will work to satisfy the conditions precedent to Stage 1, including Red
Hill's due diligence within 30 days, the land access agreements required for the initial program and
the amending deed to the Royalty Deed, and to execute the formal agreement within 30 days of
signing.
Red Hill will then finalise the Stage 1 work program, including the location of the minimum 1,500m of
diamond drilling across at least two targets. The Company will update the market on the timing of
drilling and on results as they become available.
Legacy Minerals' focus remains the Mt Carrington Gold-Silver Project, where follow-up drilling at the
Emu Prospect, assays from the Mascotte Silver-Gold Prospect and the new Scoping Study being
completed by Ausenco and WSP are ongoing.
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This announcement has been approved for release by the CEO & Managing Director.
For more information:
Investors:
Chris Byrne
CEO & Managing Director
chris.byrne@legacyminerals.com.au
+61 (0) 499 527 547
Media:
Nicholas Read
Read Corporate
nicholas@readcorporate.com.au
+61 (0) 419 929 046
DISCLAIMER AND PREVIOUSLY REPORTED INFORMATION
Information in this announcement is extracted from reports lodged as market announcements referred to
above and available on the Company’s website https://legacyminerals.com.au/. The Company confirms
that it is not aware of any new information that materially affects the information included in the original
market announcement and that all material assumptions and technical parameters underpinning the
estimates in the relevant market announcement continue to apply and have not materially changed.
This announcement contains certain forward-looking statements. Forward looking statements are only
predictions and are subject to risks, uncertainties and assumptions which are outside of the control of
Legacy Minerals Holdings Limited (LGM). These risks, uncertainties and assumptions include commodity
prices, currency fluctuations, economic and financial market conditions, environmental risks and
legislative, fiscal or regulatory developments, political risks, project delay, approvals and cost estimates.
Actual values, results or events may be materially different to those contained in this announcement. Given
these uncertainties, readers are cautioned not to place reliance on forward-looking statements. Any
forward-looking statements in this announcement reflect the views of LGM only at the date of this
announcement. Subject to any continuing obligations under applicable laws and ASX Listing Rules, LGM
does not undertake any obligation to update or revise any information or any of the forward-looking
statements in this announcement to reflect changes in events, conditions or circumstances on which any
forward-looking statements is based.
COMPETENT PERSON'S STATEMENT
The information in this Report that relates to Exploration Results is based on information compiled by
Thomas Wall, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Wall is
the Technical Director and a full-time employee of Legacy Minerals Pty Limited, the Company's wholly-
owned subsidiary, and a shareholder of the Company. Mr Wall has sufficient experience that is relevant to
the style of mineralisation and type of deposit under consideration and to the activity being undertaken to
qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves. Mr Wall consents to the inclusion of the matters
based on this information in the form and context in which it appears in this announcement.
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About Legacy Minerals
Legacy Minerals is an ASX-listed public company exploring gold, silver, copper, and base-metal projects in NSW.
The Company’s projects present significant discovery opportunities for shareholders, with a focus on discovery
drilling and the development of the Mt Carrington Project.
Cu-Au Mt Carrington (EL6273, EL9616, EL9727, ALA75)
Large caldera (~150km2
) with similar geological characteristics to other major Pacific Rim low-sulphidation deposits. The
current Mineral Resource of 1.6Moz AuEq5F5F
vi
Au-Ag Bauloora
One of NSW’s largest low-sulphidation, epithermal
systems with a 15 km2
epithermal vein field.
Ni-Co Nico Young Cobalt Blue MoU
One of the largest nickel deposits in Australia with
significant counter-cyclical exposure.
Cu-Au Rockley
Prospective for porphyry Cu-Au, situated in the Macquarie
Arc Ordovician host rocks with historical high-grade
copper mines and undrilled targets.
Au-Cu (Pb-Zn) Cobar Aurelia Metals Earn-In
Undrilled targets next door to the Peak Gold Mines and
along strike of the CSA copper mine being actively
explored by Aurelia.
Au-Ag Black Range
Extensive low-sulphidation, epithermal system with
limited historical exploration. Epithermal occurrences
across 30 km of strike.
Au Harden Hill Tops Joint Venture
Substantial historical gold production from two high-grade
and underexplored, orogenic systems.
Cu-Au Thomson Red Hill Minerals Farm-in Option
Underexplored intrusion-related gold and copper search
space with numerous untested ‘bullseye’ targets, now to
be advanced under a partner-funded farm-in.
Au-Cu Fontenoy Earth AI Joint Venture
A highly prospective and underexplored area for PGE, Ni,
Au and Cu mineralisation with significant drill intercepts
and an aggressive exploration program.
Figure 2. Location summary of Legacy Minerals' Projects in NSW, Australia, and major mines and deposits.
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Endnotes
i
LGM ASX Announcement, 3 April 2025, “Significant Intrusion-Related Gold Confirmed at Thomson Project”.
ii
LGM ASX Announcement, 5 May 2025, “Red Hill Minerals Acquires Royalty in Legacy's Thomson Project”.
iii
LGM ASX Announcement, 24 June 2024, “5,500km2 Belt-Scale Exploration Opportunity Secured in NSW”.
iv
LGM ASX Announcement, 4 December 2024, “3D Modelling Delivers Compelling Drill Targets at Thomson
Project”.
v
LGM ASX Announcement, 14 August 2025, “Initial Drilling Assays Returned and Further Drilling Planned at
Thomson”.
vi
LGM ASX Release, 30 July 2026, “Mt Carrington Mineral Resource Grows to 1.6Moz Gold-Eq.”
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