Perception Capital Corp IV (NYSE:RCFA) has entered into a definitive agreement to combine with mining firm Blue Gold for $114.5 million in equity consideration.

London-based Blue Gold has been developed as a platform to acquire gold mining assets in Ghana.

The combined company is expected to trade on the NYSE once the deal is completed in the second quarter of 2024.

Transaction Overview

Perception IV, which is still registered as RCF Acquisition Corp., has about $135 million in trust having seen 43.4% of its shares redeemed in earlier extension votes.

Blue Gold shareholders are to receive $114.5 million in equity consideration in the deal, but no other terms have yet been disclosed. The profile page for Perception IV/RCF will be updated once more terms and information is made available.

Perception IV President Tao Tan will join the Board of the post-transaction entity.

Quick Takes: The Perception team have conducted a quick turnaround in announcing this deal just a month since taking over RCF on November 2.

In some ways, a sponsor takeover could provide an expedited process for getting a deal done as SPAC teams are formally barred from having any contact with targets before IPOing their SPAC. But, one may be able to more quickly buy out sponsor shares with a shortlist in mind and not have the headache of a listing in between.

This team, led by private equity veteran Rick Gaenzle, went the IPO route for Perception II, but has been steering Portage Fintech as Perception III since July after a similar takeover and name change. It is curious, therefore, that the team used its more recently acquired vehicle for the transaction, but this could have come down to right-sizing the match.

Perception III has just $40.7 million in its trust after having 84.9% of shares redeemed in a vote following the sponsor change. It does have a good amount of time to work with, however, as it can automatically extend its transaction deadline up to July 2024. But, Perception IV/RCF held their extension vote yesterday to extend to November 15, 2024, which is four more months than Perception III. However, Perception III’s vote results have yet to be filed, but presumably it was approved given today’s announcement.

The team may also view the Blue Gold transaction as having a more quicker path to approval with a more straight-forward business model at least than its last target, Spectaire, which it took public with Perception II over a nine-month process. While Spectaire is working to pioneer a new recurring revenue model based around measuring emissions reductions and recouping some of the carbon credits generated, Blue Gold mines gold.

That should be an easy case to present in an F-4, but there is some complexity to the way the company has gone about it. It is affiliated with the owner and operator of the Bogoso Prestea gold mine in Ghana’s Ashanti gold belt, but its ties go through a nesting doll structure of subsidiaries.

Future Global Resources formally owns the mine and Blue International owns Future Global. Blue International also fully owns hydroelectric plant developer Joule Africa and its CEO Andrew Cavaghan came up to the parent organization after a much longer stint serving as Joule’s CEO since 2011.

He still serves as CEO of both and is described as the executive chairman of “Blue Gold”. The materials do not make clear if Blue Gold is a name change of Blue International or if the entity includes both companies, but only gold mining is mentioned in the parties’ press release.

It describes Blue Gold as a “newly formed” “gold mining platform” that will use proceeds to acquire and invest capital in gold mining assets in the Ashanti gold belt, but does not mention owning any presently. The implication is that Blue Gold will be used to buy the gold assets from Blue International and add a new layer of entities within this existing structure, but this is not laid out in detail.

A past Blue International release describes its Ashanti mine as producing 4.2 million ounces and Ghana overall is the world’s sixth largest gold producer according to the World Gold Council.

Blue Gold’s peers in the country include Newmont (NYSE:NEM), AngloGold Ashanti (JO:ANG), Galiano Gold (NYSE:GAU) and Asante Gold (CN:ASE), all of which have faced some recent disruptions as the country has moved to use local resources to restock its own currency reserves.

In November 2022, Ghana ordered all miners in the country to sell 20% of their production to the Bank of Ghana in order provide the country with more hard currency to purchase oil and other resources.

What extent, if any, this affects Blue Gold’s plans, however, is yet to be determined in filings to come.

ADVISORS

• Blue Gold Advisor:
  • Nelson Mullins Riley & Scarborough LLP is serving as counsel
• SPAC Advisor:
  • 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
  • Loeb & Loeb LLP is serving as counsel