Sinclair Gold Signs Binding Earn-In Agreement for Sala Project in Sweden

Sinclair Gold (ASX: SGC) has signed a binding earn-in agreement with Medaro Mining covering its Sala project in Sweden, replacing the non-binding arrangement the two parties outlined in May.

The transaction represents up to $3.4 million in potential cash consideration, Medaro shares, and exploration expenditure, while preserving Sinclair’s exposure to any future success at Sala through a net smelter return royalty.

Medaro can earn up to a 100% interest in the project through staged payments and exploration commitments, with up to $1.3m in cash consideration, up to 1.2 million Medaro shares currently valued at about $300,000, and $1.75m of funded exploration expenditure.

Sinclair intends to direct any funds received towards exploration at its Mt Henry gold project in Western Australia and general working capital, reinforcing its focus on advancing that asset.

Sala Deal Locks In Value

The binding agreement will establish an incorporated joint venture through a newly formed Swedish entity, with Sinclair and Medaro each holding an initial 50% interest.

Medaro must spend at least C$750,000 on exploration within one year of commencement to retain its initial interest, after which it must pay Sinclair C$250,000 and issue 250,000 Medaro shares.

A further C$1m exploration commitment, C$500,000 cash payment, and 300,000 shares would lift Medaro’s interest to 90%, with another C$500,000 and 400,000 shares required to acquire the remaining 10%.

If Medaro does not complete the first stage, its 50% joint venture interest will transfer to Sinclair, returning the Sala project to 100% Sinclair ownership.

Upside Retained with Staged Structure

Sinclair will receive a 1% net smelter return royalty once Medaro reaches a 90% interest, increasing to 2% if Medaro ultimately acquires the entire project.

The structure also provides for Sinclair’s joint venture interest to be free-carried by Medaro through to delivery of a Mineral Resource Estimate, while Medaro will manage and operate the joint venture.

“This agreement allows Sala to do that while Sinclair and its shareholders retain exposure to its future success,” chief executive Jeff Sansom said.

“At the same time, it allows us to remain firmly focused on growing and advancing the Mt Henry gold project.”

Mt Henry Remains Core Focus

Sinclair acquired the Mt Henry project in February 2026, and has since positioned the project as its principal growth focus while retaining exposure to its Swedish portfolio.

Mt Henry contains total mineral resources of 24.5 million tonnes at 1.2 grams per tonne  gold for 915,000 ounces across Mt Henry, Selene, North Scotia, and existing stockpiles.

The resource sits within a 16-kilometre mineralised corridor on granted mining leases, with mineralisation remaining open along strike and down dip.

The Sala transaction remains subject to necessary third-party and regulatory approvals, with completion expected before the fourth quarter of FY27.