Share Purchase Agreement Removes Market Overhang

Bluebird Merchant Ventures Ltd, a gold company primarily focused on bringing historic mines back into production, is pleased to announce that Catalyse Capital Ltd (‘Catalyse’), a long running and supportive shareholder of Bluebird, has agreed to acquire Southern Gold Limited’s (‘Southern Gold’) 122.5 million shares in the Company (‘the Agreement’). The Board believes that the share purchase by Catalyse, that recognises the true potential of the Company’s South Korean and Filipino gold projects, will remove a significant perceived ‘overhang’ in the trading of Bluebird’s shares and allow investors to focus on the inherent value of the three-project portfolio.

Under the terms of the Agreement, Catalyse has agreed to purchase an initial 22.5 million shares in Bluebird at 0.55p per share with settlement due on the 28 August 2023. Southern Gold’s remaining 100 million share will be purchased by Catalyse in four tranches of 25 million shares each, to be settled monthly from September to December 2023. Each of the four tranches will be priced at 75% of each month’s VWAP for Bluebird’s shares with a floor price of 0.4 pence.

Southern Gold’s existing shareholding of 122.5 million shares represents 17.8% of the issued capital of Bluebird. They initially received the shareholding when Bluebird purchased the Gubong and Kochang projects, which was satisfied through the issue of 200 million shares in Bluebird at a price of 3.6p per share. Southern Gold has been aggressively selling down its equity position in Bluebird as it implements its well documented change in strategy, which is now focused on the commercialisation of its battery technologies and critical minerals exploration in South Korea, rather than gold. It has already sold 26.25 million shares in Bluebird.

The Board continues to focus on attaining its Mountain Temporary Use Permits in South Korea. The Company awaits the decision of the Board of Audit and Inspection regarding Kochang and is progressing with an influential strategic partner regarding Gubong. Furthermore, its JV partner in the Philippines continues to advance the Batangas Gold Project (‘Batangas’) which has received the Certificate of Approval from the Mines and Geosciences Bureau for its Two-Year Community Development Plan and is now finalising a drill programme for the next phase of development aimed at bringing the high-grade Lobo area into production.

Bluebird CEO Colin Patterson said, “Catalyse has been a long-standing supporter of Bluebird and we welcome this staged transaction to exit Southern Gold from our register. With three high grade gold projects, including an estimated 1.5m oz Au in South Korea and close to 450,000 oz Au in the Philippines, a free carry to a production decision at Batangas, supportive local partners, heavily invested management, cash, and no debt, Catalyse recognises the potential of the Company.

“Southern Gold’s selling, caused by their strategic shift away from gold and into critical metals, has undoubtedly affected our share price, and to ameliorate the Southern Gold situation is good news. The Board and investors can now focus on the positives of the business, the securing of the Mountain Temporary Use Permits for both the Gubong and Kochang historic gold mines and the progress being made by our Philippine JV partner at Batangas where it is finalising the eagerly awaited drill plan, a campaign which we believe will further quantify the project’s excellent potential.” Catalyse Capital said, “As a large holder of stock in Bluebird Merchant Ventures over the last 3 years and a previous supplier of material capital to protect equity investors, our interests are in sync with current shareholders and the management of Bluebird, who themselves are large holders. By taking out Southern Gold we hope that the market will properly value Bluebirds fantastic assets in Korea and the Philippines, which we eagerly await news on.”

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