Australian mining company Mindoro Resources Ltd. is out to spin off its gold and copper assets in the Philippines to focus on the development of its Agata nickel project, also in the same country.

In a statement, the Melbourne-based miner said it will spin out its key gold and copper-gold assets to ASX-listed Red Mountain Mining Ltd., which includes the Batangas gold projects Archangel and Lobo, and the Tapian San Francisco copper-gold properties near Surigao.

Red Mountain Mining Ltd. will issue to Mindoro Resources Ltd. 100 million shares at 10 cents (Aus) each, plus 50 million "performance shares" at the same price.

Mindoro Resources Ltd. will distribute the shares of Red Mountain Mining Ltd. to its own investors, pending shareholder and regulatory approvals.

Mindoro Resources Ltd. has a 75 per cent interest in the Agata nickel project, with options to to acquire the remaining 25 per cent from its Philippine partner.

The Surigao region is a major nickel producing district with at least 10 direct shipping ore nickel laterite mines in production or being developed and providing ore to processing plants in Australia, China, Korea and Japan. The Agata nickel project contains, as of September 2011, measured and indicated resources of 42.7 million tonnes nickel and a proved and probable mineral reserve of 35.4 million tonnes nickel.

Mindoro Resources Ltd. has also found extensive areas of nickel laterite north and south of Agata and has drilled five out of ten additional exploration targets.

A binding agreement between parties is expected by June 15. Sales completion is expected in August.