RDG will invest the cash in instalments over a timeframe yet to be agreed to hold 30% of the new company.
The new entity will hold 36sq.km of mining leases owned by unlisted Bullseye, as well as part of the North Laverton gold project.
The ground hosts a 276,000 ounce gold resource and is the prize for Red 5 in its hostile takeover bid for Bullseye.
Red 5, which owns the Darlot mine 30km from Bullseye's ground, is offering one share for every five Bullseye shares held.
Bullseye will retain 100% of the Southern Cross and Aurora gold projects, as well as the remainer of North Laverton.
Bullseye said it had been working with RDG on the deal confidentially for about 18 months.
RDG will provide the expertise for the design, construction...