NexGold Mining Corp. (“
NexGold”)
(
TSXV: NEXG; OTCQX: NXGCF) and
Signal Gold
Inc. (“
Signal Gold”)
(TSX: SGNL;
OTCQB: SGNLF) are pleased to announce that, further to the
companies’ joint news releases dated October 10, 2024, October 23,
2024 and November 6, 2024, Signal Gold has exercised its upsize
option and on December 10, 2024 closed an additional tranche
(“
Tranche 2”) of its previously announced
oversubscribed concurrent financing of subscription receipts
(“
Hard Dollar Financing”). Tranche 2 consisted of
an issuance of an aggregate of 3,044,228 subscription receipts
(“
Subscription Receipts”) at a price of $0.08705
per Subscription Receipt, for gross proceeds of $265,000.05.
Together with the first tranche of the Hard Dollar Financing, the
full Hard Dollar Financing consisted of an aggregate of 123,120,068
Subscription Receipts for aggregate gross proceeds of
$10,717,601.92. The Hard Dollar Financing is being carried out in
connection with the proposed plan of arrangement, pursuant to which
NexGold will acquire all the shares of Signal Gold to create a
near-term gold developer, advancing the Goliath Gold Complex
Project (“
Goliath Project”) in Northern Ontario
and the Goldboro Project (“
Goldboro Project”) in
the historic Goldboro Gold District in Nova Scotia (the
“
Transaction”).
In addition, Signal Gold and NexGold are pleased
to announce that today, the necessary conditions were satisfied and
the Subscription Receipts automatically converted into units of
Signal Gold (“NFT Units”). Each NFT Unit is
comprised of one common share of Signal Gold (a “NFT
Share”) and one-half of one common share purchase warrant
of Signal Gold (each whole warrant, a “NFT Unit
Warrant”). Each NFT Unit Warrant entitles the holder
thereof to purchase one NFT Share at a price of $0.11818 for a
period of 24 months following the date of issuance. The NFT Shares
and NFT Unit Warrants will be adjusted in accordance with the
Transaction, as applicable, for securities of NexGold.
The net proceeds of the Hard Dollar Financing
are expected to be used by the combined company to fund the
retirement of certain debt, the exploration and advancement of the
Goliath and Goldboro Projects and for working capital and general
corporate purposes.
In connection with the Hard Dollar Financing,
Signal Gold paid finder’s compensation to certain eligible finders
comprised of cash payments and the issuance of an aggregate of
2,227,395 non-transferable finder’s warrants (“Finder’s
Warrants”) in respect of subscribers introduced to Signal
Gold by such finders. The Finder’s Warrants are exercisable to
acquire one NFT Share at a price of $0.11818 for a period of 24
months from the date of issuance.
The securities offered in the Hard Dollar
Financing have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or any U.S. state securities laws, and
may not be offered or sold in the United States or to, or for the
account or benefit of, United States persons absent registration or
any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Debt Restructuring
Further to the Companies’ news release dated
October 10, 2024, NexGold has agreed to the final terms with Nebari
to complete a restructuring of NexGold and Signal Gold’s respective
debt facilities, which will significantly reduce the debt profile
of the combined entity going forward, with the definitive
documentation to be released from escrow immediately following the
effectiveness of the Transaction. Pursuant to the transactions with
Nebari, Signal Gold’s outstanding credit facility of approximately
US$20.8 million with Nebari and NexGold’s US$6.2 million facility
with Extract Capital will be repaid. A new US$12.0 million facility
with Nebari will be implemented that will have a 30-month term with
an interest rate of 11.4%, payable monthly in arrears and secured
against both the Goliath and Goldboro Projects. Existing warrants
associated with the Nebari facility with Signal Gold will be
cancelled, and 3,160,602 new warrants will be issued to Nebari with
an exercise price of $1.00 per NEXG Share with a term of 30
months.
In addition, the transactions contemplate the
granting of a 0.6% NSR on the Goldboro Project to Nebari for US$6.0
million, which includes a 100% buy-back right for the first 30
months at the Company’s option. If the royalty is not repurchased
during the 30-month period, then the royalty rate shall increase to
2.0%. The repurchase amount of the royalty shall be US$7.2 million
(if exercised within the first 12 months), US$8.4 million (if
exercised within the second 12 months), or US$9.6 million (if
exercised within the last 6 months), plus certain additional
adjustments for taxes up to a maximum amount of US$600,000. Subject
to the mutual agreement of NexGold and Nebari and the prior
acceptance of the TSX Venture Exchange, the repurchase may be
satisfied by the issuance of common shares of NexGold (the
additional adjustment for taxes may also be satisfied by the
issuance of common shares of NexGold at NexGold’s election,
provided it obtains the prior acceptance of the TSX Venture
Exchange).
The proposed new loan and royalty, together with
a proposed US$4.0 million equity placement with Nebari (the
“Equity Placement”) and certain proceeds from the
Hard Dollar Financing, will be used to retire the existing debt.
The Equity Placement will be comprised of the issuance of an
aggregate of 8,000,000 common shares of the Company at an issue
price of C$0.70 per share.
Please refer to the October 10, 2024, October
23, 2024, and November 6, 2024 news releases for additional details
regarding the Transaction and proposed debt restructuring to be
carried out in connection with the Transaction.
About NexGold Mining Corp.
NexGold Mining Corp. is a gold-focused company
with assets in Canada and Alaska. NexGold’s Goliath Project (which
includes the Goliath, Goldlund and Miller deposits) is located in
Northwestern Ontario. The deposits benefit substantially from
excellent access to the Trans-Canada Highway, related power and
rail infrastructure and close proximity to several communities
including Dryden, Ontario. For information on the Goliath Project,
refer to the technical report, prepared in accordance with NI
43–101, entitled ‘Goliath Gold Complex – NI 43–101 Technical Report
and Prefeasibility Study’ and dated March 27, 2023, with an
effective date of February 22, 2023, led by independent consultants
Ausenco Engineering Canada Inc. The technical report is available
on SEDAR+ at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com
and on NexGold’s website at www.nexgold.com.
NexGold also owns several other projects
throughout Canada, including the Weebigee-Sandy Lake Gold Project
JV, and grassroots gold exploration property Gold Rock. In
addition, NexGold holds a 100% interest in the high-grade Niblack
copper-gold-zinc-silver VMS project, located adjacent to tidewater
in southeast Alaska. NexGold is committed to inclusive, informed
and meaningful dialogue with regional communities and Indigenous
Nations throughout the life of all our Projects and on all aspects,
including creating sustainable economic opportunities, providing
safe workplaces, enhancing of social value, and promoting community
well- being. Further details about NexGold are available on
NexGold’s website at www.nexgold.com.
About Signal Gold Inc.
Signal Gold is advancing the Goldboro Project in
Nova Scotia, a significant growth project subject to a positive
Feasibility Study which demonstrates an approximately 11-year open
pit life of mine with average gold production of 100,000 ounces per
annum and an average diluted grade of 2.26 grams per tonne gold.
For further details, refer to the technical report entitled ‘NI
43-101 Technical Report and Feasibility Study for the Goldboro Gold
Project, Eastern Goldfields District, Nova Scotia’ dated January
11, 2022, with an effective date of December 16, 2021. The
technical report is available on SEDAR+ at www.sedarplus.ca, on the
OTCQX at www.otcmarkets.com and on Signal Gold’s website at
www.signalgold.com. On August 3, 2022, the Goldboro Project
received its environmental assessment approval from the Nova Scotia
Minister of Environment and Climate Change, a significant
regulatory milestone, and Signal Gold has now submitted all key
permits including the Industrial Approval, Fisheries Act
Authorization and Schedule 2 Amendment, and the Mining and Crown
Land Leases. The Goldboro Project has significant potential for
further Mineral Resource expansion, particularly towards the west
along strike and at depth, and Signal Gold has consolidated 28,525
hectares (~285 km2) of prospective exploration land in the Goldboro
Gold District. For more information on Signal Gold, please visit
Signal Gold’s website at www.signalgold.com.
Technical Disclosure and Qualified
Persons
Adam Larsen, B.Sc., P. Geo., Director of
Exploration of NexGold, is a “qualified person” within the meaning
of National Instrument 43-101 Standards of Disclosure for Mineral
Projects (“NI 43-101”) and has reviewed and
approved the scientific and technical information in this news
release regarding the Goliath Project on behalf of NexGold.
Kevin Bullock, P. Eng., President, CEO and
Director of Signal Gold, is a “qualified person” within the meaning
of NI 43-101 and has reviewed and approved the scientific and
technical information in this news release regarding the Goldboro
Project on behalf of Signal Gold.
Contact:
NexGold Mining Corp. |
|
Morgan LekstromPresident (250) 574-7350Toll-free:
+1-855-664-4654ir@nexgold.com |
Orin BaranowskyChief Financial Officer(647) 697-2625 |
Signal Gold Inc. |
|
Kevin BullockPresident & CEO(647)
388-1842kbullock@signalgold.com |
Robert DufourChief Financial Officer(647)
478-8104rdufour@signalgold.com |
|
|
Cautionary Note Regarding
Forward-Looking Information
Certain information set forth in this news
release contains "forward‐looking statements" and
"forward‐looking information" within the meaning of applicable
Canadian securities legislation and applicable United
States securities laws (referred to herein as forward‐looking
statements). Except for statements of historical fact, certain
information contained herein constitutes forward‐looking statements
which includes, but is not limited to, statements with respect to:
completion of the proposed Transaction, including receipt of all
necessary court, shareholder and regulatory approvals, and the
timing thereof; and the combined company’s intended use of the net
proceeds from the Hard Dollar Financing.
Forward-looking statements are often identified
by the use of words such as "may", "will", "could", "would",
"anticipate", "believe", "expect", "intend", "potential",
"estimate", "budget", "scheduled", "plans", "planned", "forecasts",
"goals" and similar expressions. Forward-looking statements are
based on a number of factors and assumptions made by management and
considered reasonable at the time such information is provided.
Assumptions and factors include: the successful completion of the
Transaction (including receipt of all regulatory approvals,
shareholder and third-party consents) and the debt restructuring
documents being released from escrow; the ability of the combined
company to complete its planned exploration programs; the absence
of adverse conditions at mineral properties; and the price of gold
remaining at levels that render mineral properties economic.
Forward‐looking statements necessarily involve known and unknown
risks and uncertainties, which may cause actual performance and
financial results in future periods to differ materially from any
projections of future performance or result expressed or implied by
such forward‐looking statements. These risks and uncertainties
include, but are not limited to: risks related to the Transaction,
including, but not limited to, the ability to obtain necessary
approvals in respect of the Transaction and to consummate the
Transaction and the debt restructuring; general business, economic
and competitive uncertainties; delays in obtaining governmental
approvals or financing; and management's ability to anticipate and
manage the foregoing factors and risks. Although the companies have
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in the forward-looking statements, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Readers are advised to study
and consider risk factors disclosed in NexGold’s and Signal Gold’s
annual information forms for the year ended December 31, 2023,
available on www.sedarplus.ca.
There can be no assurance that forward‐looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. The companies undertake no obligation to update
forward‐looking statements if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The forward-looking statements
contained herein are presented for the purposes of assisting
investors in understanding the companies' plans, objectives and
goals, including with respect to the Transaction, and may not be
appropriate for other purposes. Forward-looking statements are not
guarantees of future performance and the reader is cautioned not to
place undue reliance on forward‐looking statements. This news
release also contains or references certain market, industry and
peer group data, which is based upon information from independent
industry publications, market research, analyst reports, surveys,
continuous disclosure filings and other publicly available sources.
Although NexGold and Signal Gold believe these sources to be
generally reliable, such information is subject to interpretation
and cannot be verified with complete certainty due to limits on the
availability and reliability of raw data, the voluntary nature of
the data gathering process and other inherent limitations and
uncertainties. NexGold and Signal Gold have not independently
verified any of the data from third party sources referred to in
this news release and accordingly, the accuracy and completeness of
such data is not guaranteed.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
Nexgold Mining (TSXV:NEXG)
過去 株価チャート
から 11 2024 まで 12 2024
Nexgold Mining (TSXV:NEXG)
過去 株価チャート
から 12 2023 まで 12 2024