Vertex Minerals Targets A$2.8M-A$4.2M Convertible Loan for Reward Gold Mine
Key Takeaways
- Vertex Minerals has received commitments for a convertible loan facility of between A$2.8M and A$4.2M, with Vert Capital acting as lead manager and Executive Chairman Bruce McInnes personally contributing up to A$600,000.
- Funds are directed primarily at progressing mainstream underground gold production at the Reward Gold Mine in Hill End, NSW, following recent approval for 24/7 underground operations and commissioning of both the processing plant and TOMRA ore sorter.
- Conversion of the loan into ordinary shares at up to A$0.14 per share (or 5-day VWAP, whichever is lower) is contingent on shareholder approval, which must be obtained by 31 December 2026 — the critical near-term milestone for investors.
- If shareholder approval is not obtained, the full outstanding sum (principal plus accrued interest at 10% per annum compounded monthly) becomes a cash repayment obligation due within four months of the shareholder meeting.
- Underground diamond drilling below Reward at Fosters is planned to commence in Q1 2027, adding an exploration catalyst to what is otherwise a production-focused capital raise.
Vertex Minerals secures A$4.2M in convertible loan funding to advance Reward Gold Mine
Vertex Minerals (ASX: VTX) has received commitments to enter into a series of convertible loan facility agreements with sophisticated and professional investors, targeting aggregate loan funding of between A$2,800,000 and A$4,200,000. Vert Capital Pty Ltd is acting as lead manager to the raise. Adding weight to the announcement, Executive Chairman Bruce McInnes has personally committed up to A$600,000 of his own capital, signalling direct alignment with shareholders as the Reward Gold Mine moves into its next operational phase.
The facility is structured in two tranches: up to A$3,600,000 from unrelated sophisticated and professional investors (the Unrelated Outstanding Sum), and up to A$600,000 from McInnes and/or his nominees (the Related Outstanding Sum).
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How the convertible loan works
A convertible loan is a form of debt financing where, instead of being repaid in cash, the loan converts into shares at a predetermined price when it matures. For Vertex, this means the company receives capital now without an immediate cash repayment obligation, though it does introduce potential share dilution at the point of conversion.
Conversion is subject to shareholder approval. If that approval is granted, the Outstanding Sum (principal plus accrued interest) converts into ordinary fully paid shares at the Conversion Price, with lenders also receiving free-attaching VTXO Options. If approval is not obtained, the Outstanding Sum becomes a cash liability repayable within four months of the shareholder meeting.
Key conversion and option terms
| Term | Detail |
|---|---|
| Conversion price | Lower of A$0.14 per share or 5-day VWAP (based on days where trades actually occur) immediately preceding the maturity date |
| Free-attaching VTXO Options | 1 VTXO Option per 3 shares issued on conversion (exercise price A$0.15, expiry 17 July 2027) |
| Interest rate | 10% per annum, compounded monthly |
| Shareholder approval deadline | 31 December 2026 |
| Fallback if approval not obtained | Outstanding Sum repayable in cash within 4 months of the shareholder meeting |
Shareholder approval is required before any shares or VTXO Options can be issued. Without it, the Outstanding Sum does not disappear — it simply becomes a cash liability rather than converting to equity.
Separately, Vert Capital will receive New Options as part of its lead manager compensation. These are a distinct option class from the VTXO Options also issued to Vert Capital as part of its mandate. The New Options carry an exercise price of A$0.20 per share and expire on 15 December 2028. The two option classes serve different purposes and should not be conflated.
Funds directed at mainstream underground gold production
The company anticipates applying the loan funds towards general working capital requirements, with the primary focus on progressing to mainstream underground gold production and sales from the Reward Gold Mine at Hill End, NSW.
The timing of this funding is deliberate. The announcement follows the recent approval for 24/7 underground operations and the commissioning of both the processing plant and the TOMRA ore sorter — operational milestones that create an immediate need for working capital to sustain production momentum. The company’s updated Mineral Resource Estimate, announced on 2 September 2026 (ASX: VTX), is expected to direct how working capital is deployed from the new funds. Planned exploration below Reward at Fosters is also referenced as informing those requirements.
Reward Gold Mine financing has been a recurring theme in Vertex’s recent capital strategy, with prior arrangements laying the groundwork for the operational infrastructure now being activated at Hill End.
Underground diamond drilling is planned to commence in the first quarter of 2027, adding a forward-looking exploration dimension to an otherwise production-focused capital raise.
Bruce McInnes, Executive Chairman
“After recent approval for 24/7 underground operations, and commissioning of the processing plant and the TOMRA ore sorter, the new funding will assist Vertex to further develop gold processing at Vertex’s Hill End Gold Project, its Reward Mine. The Company’s recently updated Mineral Resource Estimate and planned exploration below Reward at Fosters will direct working capital requirements for the new funds. Underground diamond drilling is also planned to commence in the first quarter of 2027.”
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Investment thesis — insider capital and operational momentum
For investors assessing this announcement, several elements stand out:
- Insider conviction: Executive Chairman Bruce McInnes is committing up to A$600,000 of personal capital, directly aligning management interests with shareholders at a key operational juncture.
- Active production phase: The funding arrives as the Reward Gold Mine transitions into active underground gold production, with the processing plant commissioned and 24/7 operations now approved.
- Conversion price reference point: The Conversion Price cap of A$0.14 per share provides a market pricing reference point for investors to consider in the context of any potential dilution.
- Near-term exploration catalyst: Underground diamond drilling is planned for Q1 2027, offering a potential near-term news catalyst beyond the production ramp-up.
- Shareholder approval is the key near-term milestone: The shareholder vote outcome — required by 31 December 2026 — determines whether the facility converts to equity or triggers a cash repayment obligation. That vote is the primary event for investors to monitor.
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