Bird River Announces Entry into Binding Letter of Intent for Mining Assets Located in Mexico
Executive Summary
- Bird River Resources Inc. entered into a binding Letter of Intent to acquire Analog Gold’s Mexico HoldCo (owner of the Tres Oros Mine and Tadeo Mill) and related royalty interests for an aggregate purchase price of C$28 million.
- The transaction will be financed partly by issuing 266,666,666 Bird River shares at a deemed price of $0.105 per share and assuming C$1.68 million of Analog liabilities; additional financing includes a concurrent private placement up to C$5 million and an operating private placement of up to C$1.5 million.
- Upon closing, Bird River’s primary business will shift to exploration at Tres Oros and operation of the Tadeo Mill, representing a “Fundamental Change” under CSE policy; trading in Bird River shares is currently halted pending CSE approval.
Key Details
- Target Assets:
- Mexico HoldCo – wholly‑owned subsidiary that owns the Tres Oros Mine (≈150 ha) and indirectly owns the Tadeo Mill.
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Analog’s royalty interest in the San Miguel Project.
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Purchase Price (C$28 M) Composition:
- Assumption of C$1,680,000 of Analog liabilities, payable to certain directors/officers; settlement may be via issuance of 16,000,000 Bird River shares at $0.105/share or cash.
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Issuance of 266,666,666 Bird River shares (the “Consideration Shares”) at a deemed price of $0.105 per share.
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Share Structure & Control:
- Consideration Shares will be redistributed to Analog shareholders; no new control blocks or insiders created post‑closing.
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No change to Bird River’s board of directors or management team.
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Regulatory & Listing Impact:
- Transaction constitutes a “Fundamental Change” under CSE rules – Bird River’s core business will become mining/exploration at Tres Oros and operation of the Tadeo Mill.
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Trading in Bird River shares has been halted and will remain so until CSE listing requirements are satisfied.
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Conditions to Closing:
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Completion of due‑diligence, negotiation of definitive agreements, a NI 43‑101 technical report for Tres Oros, shareholder and regulatory approvals, and the “Concurrent Financing.”
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Concurrent Financing (Private Placement):
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Up to C$5 million gross proceeds; price per share to be determined per CSE policies. Terms will be disclosed in a subsequent press release.
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Operating Financing (Non‑brokered Private Placement):
- Up to C$1,500,000 gross proceeds at $0.105 per Bird River share, issuing up to 14,285,714 shares.
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Proceeds earmarked for general corporate and working‑capital purposes; subject to a statutory hold period of four months + one day.
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Related Party / MI 61‑101 Considerations:
- Issuance of Consideration Shares to Analog insiders triggers a related‑party transaction under MI 61‑101.
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Company relies on exemption from formal valuation and minority shareholder approval because the fair market value of shares issued to insiders is expected to be ≤ 25 % of market cap.
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Operational Update – Tadeo Mill:
- Mill refurbished; capacity 600 t/d.
- Trial production commenced with >16,000 t processed in Q4 2025 from third‑party ore.
Notable Quotes
“The acquisition of Tres Oros and the Tadeo Mill will fundamentally transform Bird River into a mining‑focused operation, positioning us for long‑term growth,” – Jon Bridgman, CEO & Director.