19:24:10 EDT Wed 06 May 2026
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Adyton Resources Corp
Symbol ADY
Shares Issued 311,041,885
Close 2026-05-06 C$ 0.41
Market Cap C$ 127,527,173
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Adyton hits low-grade Cu-Ag at Koocanusa

2026-05-06 17:02 ET - News Release

Mr. Tim Crossley reports

ADYTON RESOURCES AND EAST VISION INTERNATIONAL HOLDINGS EXECUTE AMENDED INVESTMENT AND DEVELOPMENT AGREEMENT FOR THE FERGUSSON ISLAND PROJECTS

Adyton Resources Corp. has executed an amended investment and development agreement (the amended IDA) with East Vision International Holdings Pte. Ltd. and East Vision Group Ltd.), together (EVIH), for the development of its Fergusson Island gold projects (Wapolu and Gameta) which amends and restates the original joint venture earn-in agreement (the IDA) dated May 2, 2024.

Under the amended IDA, EVIH can earn up to a 50-per-cent interest in Fergusson Mining Pte. Ltd. through a total investment of up to $9.5-million (U.S.) (equity), and, if required, $2-million (U.S.) (debt) for the development of Wapolu as well as a shareholder loan for the development financing of Gameta.

The amended IDA simplifies the earn-in structure into a single milestone linked to the permitting, predevelopment and capital to commence operations at the Wapolu project. Funding will support equipment purchases, permitting, feasibility work and project development, with a target to commence operations in Q4 2026. Once the funding and development milestones are achieved, EVIH and the company are expected to each hold a 50-per-cent interest in Fergusson Mining.

As part of the amended IDA, the company will grant EVIH up to 4.5 million restricted stock units (the RSUs) in three separate contingent issuances, each 1.5 million issuance linked to Gameta predevelopment, development and commissioning milestones.

Tim Crossley, managing director and chief executive officer, commented: "This amended agreement simplifies the path to a 50/50 partnership with EVIH while preserving core funding elements to advance the Fergusson Island projects toward production. We believe the revised structure provides simplicity, clarity and equity alignment between the parties as we continue to unlock the value of the Fergusson Island gold projects."

Gary Wang, chief executive officer of EVIH, commented: "We are very pleased with these amendments, which simplify our agreement with Adyton and provide greater alignment between ourselves and Adyton as we advance the Fergusson Island projects. We are also encouraged by the constructive discussions which have further strengthened our relationship with Adyton."

Terms of the agreement

Pursuant to the terms of the IDA, EVIH has the right to acquire up to a 50-per-cent ownership interest in the project through a total investment of up to $9.5-million (U.S.), with $8.5-million (U.S.) to finance project expenditures and $1.0-million (U.S.) to be paid to the company, of which $500,000 (U.S.) was paid to the company upon execution of the IDA in May, 2024.

The amended IDA revises the structure of EVIH's investment into the company's subsidiary, Fergusson Mining Pte. Ltd. (FM) (formerly MR Exploration PNG Pte. Ltd.) into a two-stage funding arrangement. The initial investment amount of $8.5-million (U.S.) is to be applied toward the development of the Wapolu project, including acquisition of all necessary processing and mining equipment, completion of a project feasibility study, other activities required to obtain all necessary licenses, permits, consents and approvals, maintenance of tenements in good standing, and commencement of operations with a nameplate annual capacity rating of 300,000 ROM tonnes gold concentrate by Jan. 31, 2027. EVIH's non-voting Class B shares will convert into voting Class A shares upon funding of the initial investment amount and the Wapolu project commencement and reaching name plate capacity, at which point EVIH and the company are expected to each hold 50 per cent of FM. Within 90 days of the Wapolu project commencement occurring, a sum of $500,000 (U.S.) is required to be paid to the company.

If the required milestones are not achieved by May 2, 2027, any unconverted Class B shares may be cancelled without consideration. Should the initial investment amount be insufficient to conclude all necessary activities as described above, EVIH may provide a shareholder loan to FM of up to $2.0-million (U.S.) bearing interest at 10 per cent per annum, at its discretion.

The amended IDA also contemplates a second-stage project financing for the development of the Gameta project, including undertaking of a full definitive feasibility study and all development work for a mining and processing operation to process at least two million ROM tonnes annually, and are expected to be financed through a loan facility provided by EVIH parent, East Vision Group (EVG), bearing interest at 8 per cent per annum (the EVG loan facility), with interest and principal repayments prioritized from project cash flows prior to distributions to shareholders.

In addition, the company has agreed to grant up to 4.5 million restricted share units (the RSUs) to EVIH under its amended and restated non-option omnibus incentive plan, subject to the following non-market performance-based vesting conditions to be achieved before the earlier of the deadline agreed to each milestone below (if any) or Dec. 31, 2029, being the expiry of the restriction period:

  1. 1.5 million RSUs will vest upon the completion of the Gameta feasibility study to the satisfaction of the MRA by no later than Dec. 31, 2026;
  2. 1.5 million additional RSU's will vest upon the granting of the Gameta mining lease (ML), the granting of the CEPA environment permit (EP) and completion of all land holder consents/approvals to the satisfaction of the MRA;
  3. 1.5 million additional RSUs will vest upon the commencement of operations (the Gameta project commencement) of the first of two one million ROM tonnes per annum modules with the approved Gameta feasibility study of a two million ROM tonnes mining processing and export operation prior to May 1, 2028.

The transaction is an arm's-length transaction and qualifies as an exempt transaction under the policies of the TSX Venture Exchange. The company is not paying any finder fees in connection with the transaction.

About Adyton Resources Corp.

Adyton Resources is focused on advancing gold and copper projects in world-class mineral jurisdictions. The company holds a portfolio of highly prospective assets in Papua New Guinea where it is actively working to expand its existing gold inferred and indicated mineral resources, and build on recent high-grade gold and copper drill results at its 100-per-cent-owned Feni Island project.

Adyton's projects are located on the Pacific Ring of Fire, on accessible island settings that host several globally significant deposits including the Lihir gold mine and Panguna copper-gold mine on Bougainville Island, both in close proximity to Feni, highlighting the district-scale potential of the company's land package.

Feni Island Au-Cu project

The Feni Island project currently has a mineral resource prepared in accordance with National Instrument 43-101 dated Oct. 14, 2021, which has outlined an initial inferred mineral resource of 60.4 million tonnes at an average grade of 0.75 gram per tonne Au, for contained gold of 1.46 million ounces, assuming a cut-off grade of 0.5 g/t Au. See the NI 43-101 technical report entitled "NI 43-101 Technical Report on the Feni Gold-Copper Property, New Ireland Province, Papua New Guinea." prepared for Adyton Resources by Mark Berry (MAIG), Simon Tear (MIGI PGeo), Matthew White (MAIG) and Andy Thomas (MAIG), each an independent mining consultant and qualified person as defined in NI 43-101, available under Adyton's profile on SEDAR+. Mineral resources are not mineral reserves and have not demonstrated economic viability.

Fergusson Island Au project

The Fergusson Island project currently has a mineral resource prepared in accordance with NI 43-101, which outlined an indicated mineral resource of 5.0 million tonnes at an average grade of 1.28 g/t Au for contained gold of 206,000 ounces and an inferred mineral resource of 23.2 million tonnes at an average grade of 0.99 g/t Au for contained gold of 733,000 ounces, both inferred and indicated resources used a 0.5 g/t Au cut-off grade.

See the technical report dated Oct. 14, 2021, entitled "NI 43-101 Technical Report on the Fergusson Gold Property, Milne Bay Province, Papua New Guinea," prepared for Adyton Resources by Mr. Berry (MAIG), Mr. Tear (MIGI PGeo), Mr. White (MAIG) and Mr. Thomas (MAIG), each an independent mining consultant and qualified person as defined in NI 43-101, available under the company's profile on SEDAR+. Mineral resources are not mineral reserves and have not demonstrated economic viability.

See the technical report dated Jan. 7, 2026, entitled "NI 43-101 Technical Report on Wapolu Gold Project" prepared for Adyton Resources by Louis Cohalan (MAIG), an independent mining consultant and qualified person as defined in NI 43-101, available under the company's profile on SEDAR+. Mineral resources are not mineral reserves and have not demonstrated economic viability.

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