Mineracao Pedra Branca do Amapari (MPBA) owns the multi-million ounce Amapari gold mine and a 1% royalty on gross iron ore revenue from the sale of iron ore from the Amapa mine.

Both mines are located in Amapa, where Beadell's Tartaruga gold project is located.

Of the acquisition price, $48 million is attributed to Amapari and $15 million to the royalty.

Beadell will issue $17 million worth of shares and pay $46 million in cash to New Gold.

To fund the acquisition, Beadell has launched a $A75 million institutional placement and a $5 million share purchase plan.

Investors will be able to subscribe for Beadell shares at an issue price to be determined in the bookbuild.

Macquarie Capital Group and Macquarie Fixed Income, Currencies and Commodities Group (FICC) have committed to $5 million each of Beadell shares if the issue price is 25c or less and the company will also issue 5 million options to each group, exercisable at 25% above the bookbuild price.

The Amapari project was in production between late 2005 and early 2009, and has 2.9 million ounces of gold resources.

Beadell is aiming to resume production by 2012 and will undertake a feasibility study into the construction of a 2.0-2.5Mt carbon-in-leach plant at an estimated cost of $US65-80 million.

Macquarie Bank and FICC have been engaged to act as the sole arranger of project finance.

The transaction includes a 1% royalty for the Amapa iron ore project, a joint venture between Anglo American and Cliffs Natural Resources.

The mine is ramping up from 3Mtpa of pellet and sinter feed production to 6.5Mtpa.

Beadell has agreed to take on all liabilities associated with MPBA, which includes $47 million worth of legal claims filed against it in Brazilian courts, alleging MPBA adversely impacted the quality of a creek.

However, independent environmental reports confirm the claims are unfounded and Beadell is confident that any possible settlement will be a fraction of the claimed amount.

There is also a further $3.2 million worth of claims against MPBA alleging rents are payable for the occupation of the Amapari land.

MPBA also received a tax claim for around $9 million but has lodged an appeal to the effect that the tax payable should be $3.3 million.

MPBA also has outstanding fines of $2.6 million and a criminal lawsuit against it alleging environmental crimes.

There are also five police investigations into environmental matters, bidding process irregularities and fraud.

Beadell said it could not predict the outcomes of the case, but potential claims have been reflected in the acquisition price.

Beadell company secretary Greg Barrett told MiningNews.net the claims were being vigorously defended and the true value was likely to be much less than the claimed amounts.

The company intends to enter discussions with the relevant parties to explore settlement options.

The conditional deal is subject to finance and Beadell shareholder approval.

Beadell's directors hold around 25% of the company and have committed full support for the transaction.

A shareholder meeting is expected to be held in early March with settlement expected to occur shortly after.

New Gold operates the Mesquite mine in the United States, the Cerro San Pedro mine in Mexico and Peak Mines in Cobar, New South Wales.

Shares in Beadell fell 5% or A1.5c to 28c on the news.