PERTH: Pinnacle Minerals Limited said Monday it has entered a binding agreement to acquire 100% of APT Tungsten Limited, giving the ASX-listed explorer rights to five tungsten projects across roughly 4,000 acres in Utah.

The deal, announced Oct. 26, is valued at 33.3 million Pinnacle shares at a deemed price of 4.5 Australian cents each, plus 33.3 million performance shares that convert if the company’s shares trade at or above 9 cents over a 20-day volume-weighted average within three years. No cash consideration is payable to APT vendors.

APT holds an exclusive option over 199 unpatented mining claims in Box Elder, Millard and Juab counties, administered by the U.S. Bureau of Land Management. The projects — Hero (House Range), Trout Creek, Lone Pine, Desert Flower and Super W (West Tintic) — cover placer, skarn and fissure-vein tungsten mineralization, including several historical small-scale workings from the mid-20th century.

Pinnacle shares the acquisition announcement with a placement of up to 1.3 million Australian dollars ($855,000) at 4.5 cents per share, with one free attaching option for every two shares subscribed. American Tungsten & Antimony Ltd. (ASX: AT4) has agreed to subscribe for 9.16 million shares, or about $412,066, and is expected to hold 5.01% of Pinnacle upon completion, becoming a substantial shareholder.

“This is a significant step for Pinnacle and our shareholders,” Managing Director and CEO William Witham said in a statement. “Tungsten is a critical mineral for the United States, essential to defense, aerospace and advanced manufacturing, and the U.S. currently relies heavily on imports from a small number of countries for its supply.”

Tungsten is classified as a U.S. critical mineral. From Jan. 1, 2027, U.S. defense rules will restrict tungsten mined or processed in China, Russia, North Korea or Iran, subject to exceptions.

The company plans to begin on-ground exploration in January 2027, with Hero as the priority project. A September 2026 site visit observed extensive outcropping skarn at multiple locations. Pinnacle also plans mapping, sampling and validation of historical workings across the portfolio.

Historical records report production at three of the projects: Lone Pine produced 1,156 tons at approximately 3.68% tungsten trioxide from 1940 to 1944; Desert Flower produced about 400 short tons at 1.25% WO3 in the 1950s; and Super W produced 7,198 short tons at roughly 0.94% WO3 from 1942 to 1944. The company cautioned that these figures are historical records, have not been verified by a competent person and are not estimates of mineral resources or ore reserves.

Rock chip samples collected in May 2026 at Lone Pine returned grades from 0.69% to 12.25% tungsten, or 0.87% to 15.45% WO3, with eight of 11 samples above 2% tungsten. Desert Flower samples ranged from 0.013% to 2.40% tungsten, and Hero samples from 0.033% to 2.20%. The company said the samples were selective and not representative of mineralization.

Under the Western Cobalt agreement, APT must make anniversary payments of up to $2.912 million over three years to retain all five projects, fund $1 million in exploration over three years and pay a 2% net smelter return royalty, which can be bought back for $2 million per 1%.

APT also signed a nonbinding memorandum of understanding with Nexus Metals LLC, which AT4 has agreed to acquire, to explore potential toll treatment or offtake arrangements at a processing facility in Amargosa Valley, Nevada. Pinnacle said the MOU is not a condition of the acquisition and confers no processing rights.

Upon completion, APT vendors will nominate two directors: Matthew O’Kane as managing director and Blake Steele as a non-executive director. Witham will step down as managing director and CEO but remain on the board as technical director.

Completion is subject to shareholder approval at Pinnacle’s annual general meeting on Nov. 30 and is expected by Dec. 31. Pinnacle said it plans to allocate $700,000 to Utah exploration and $550,000 to its existing Australian and Canadian projects over the 12 months following completion.

Pinnacle also holds the Capel mineral sands project in Western Australia, the Wirrulla rare earth and uranium project in South Australia and a 75% interest in the Adina East lithium project in Quebec, Canada.