Transaction expected to catalyze Blue Gold's acquisition and investment of capital into premier assets in Ghana's Ashanti gold belt
Blue Gold to build out an acquisition platform for Tier 1 gold assets
Merger anticipated to close in second quarter 2024; combined company anticipated to list on The New York Stock Exchange
LONDON, UK and NEW YORK, NY, Dec. 06, 2023 (GLOBE NEWSWIRE) -- Blue Gold Holdings Limited, a gold mining platform and Perception Capital Corp. IV (NYSE:RCFA, RCFA WS and RCFA.U)) ("Perception"), the expected new name for a special purpose acquisition company (SPAC) currently known as RCF Acquisition Corp., today announced they have entered into a definitive business combination agreement for a business combination (the "Transaction"). Perception currently has over $52 million cash in trust after a shareholder vote on December 5, 2023 to approve an extension of its term to November 5, 2024. Under the terms of the business combination agreement, a newly-formed entity ("PubCo") will undertake a share exchange with Blue Gold and the holders of the outstanding Blue Gold shares will receive equity in PubCo valued at $114.5 million, subject to adjustments.
The boards of directors of both Blue Gold and Perception have unanimously approved the proposed Transaction, which is subject to customary closing conditions, including receipt of all regulatory approvals, as well as the approval of the proposed Transaction by Perception's and Blue Gold's shareholders. The closing of the Transaction is anticipated to occur in the second quarter of 2024 and Blue Gold is anticipated to list on The New York Stock Exchange.
The transaction is expected to catalyze Blue Gold's acquisition and investment of capital into premier gold mining assets initially focused on Ghana's Ashanti gold belt. Blue Gold will acquire mining leases and invest capital for growth.
"This transaction will put Blue Gold in a position to invest capital in high quality mining assets within our initial target geography of the Ashanti gold belt in Ghana," said Andrew Cavaghan, Executive Chairman of Blue Gold. "We look forward to bringing investment to and building a company that our shareholders and our communities will be proud of."
"We are delighted to support and advance the Blue Gold platform through this proposed combination," said Rick Gaenzle, Chief Executive Officer of Perception. "We are excited by the Blue Gold team's plan to quickly acquire and start production, and its eventual growth and development into a world-class Tier 1 gold mining company. We have always believed in supporting strong businesses run by strong operators and Blue Gold is no exception. Perception partner Tao Tan will join the board of directors, and we all look forward to rolling up our sleeves and supporting Blue Gold."
Advisors
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC ("CCM"), is serving as exclusive financial advisor and lead capital markets advisor to Perception. Loeb & Loeb LLP is serving as counsel to Perception. Nelson Mullins Riley & Scarborough LLP is serving as counsel to Blue Gold.
About Blue Gold Holdings Limited
Blue Gold is a newly-formed company incorporated in the United Kingdom, with the intent to acquire ...