Moneta Gold and Nighthawk Gold Announce Overwhelming Approval for the Arrangement Agreement to form STLLR Gold Inc.

Rhea-AI Summary

Nighthawk Gold Corp. and Moneta Gold Inc. are pleased to announce that the proposed plan of arrangement involving Nighthawk and Moneta has been approved by shareholders of both companies. Moneta will acquire all of the issued and outstanding common shares of Nighthawk, and the change of name of Moneta to 'STLLR Gold Inc.' was also approved. The consolidation of issued and outstanding Moneta Shares was approved, and the closing date of the arrangement is expected to occur on or before April 30, 2024.

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TORONTO--(BUSINESS WIRE)-- Nighthawk Gold Corp. (“Nighthawk”) (TSX: NHK) and Moneta Gold Inc. (TSX: ME)(OTCQX: MEAUF)(FSE: MOPA) (“Moneta”) are pleased to announce that all applicable resolutions in connection with the proposed plan of arrangement involving Nighthawk and Moneta (the “Arrangement”) pursuant to which Moneta will acquire all of the issued and outstanding common shares of Nighthawk (the “Nighthawk Shares”) were approved at the special meeting of shareholders of Moneta (the “Moneta Meeting”) and the special meeting of shareholders of Nighthawk (the “Nighthawk Meeting”), each held today.

At the Moneta Meeting:

• the ordinary resolution authorizing Moneta to issue common shares of Moneta (the “Moneta Shares”) to holders of Nighthawk Shares on the basis of 0.21 of a Moneta Share (following the completion of the Consolidation (as defined below)) for each outstanding Nighthawk Share in connection with the Arrangement was approved by 94.9% of the votes cast by shareholders of Moneta;
• the special resolution approving the change of name of Moneta to “STLLR Gold Inc.” was approved by 94.2% of the votes cast by shareholders of Moneta; and
• the special resolution approving the consolidation of issued and outstanding Moneta Shares on the basis of one post-Consolidation Moneta Share for every two pre-Consolidation Moneta Shares (the “Consolidation”) was approved by 94.1% of the votes cast by shareholders of Moneta.

At the Nighthawk Meeting:

• the special resolution approving a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) to effect the Arrangement was approved by 99.8% of the votes cast by shareholders of Nighthawk; and
• the ordinary resolution authorizing Nighthawk to issue Nighthawk Shares to holders of subscription receipts of Nighthawk upon their conversion into units of Nighthawk pursuant to the offering of subscription receipts of Nighthawk, which closed December 19, 2023 was approved by 99.8% of the votes cast by shareholders of Nighthawk.

Transaction Update

Assuming all remaining conditions set out in the arrangement agreement between Nighthawk and Moneta dated November 28, 2023 are either satisfied or waived, including receipt of the final approval of the Ontario Superior Court of Justice (Commercial List), Moneta and Nighthawk expect that the closing date of the Arrangement (the “Effective Date”) will occur on or about February 6, 2024. For complete details of the Arrangement, interested persons are directed to the Joint Management Information Circular of Nighthawk and Moneta dated December 20, 2023 filed on each company’s respective profile at SEDAR+ (www.sedarplus.ca).

About Moneta
Moneta is a Canadian-based gold exploration company whose primary focus is on advancing its 100% wholly owned Tower Gold Project, located in the Timmins region of Northeastern Ontario, Canada’s most prolific gold producing camp.

About Nighthawk
Nighthawk is a Canadian-based gold exploration and development company with 100% ownership of the Colomac Gold Project and more than 947 km² District Scale Property within 200 km north of Yellowknife, Northwest Territories, Canada. Nighthawk’s experienced management team, with a track record of successfully advancing projects and operating mines, is working towards rapidly advancing its assets towards a development decision.

Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Arrangement, the expected timing of the Effective Date and its likelihood of completion. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “accelerate”, “add” or “additional”, “advancing”, “anticipates” or “does not anticipate”, “appears”, “believes”, “can be”, “conceptual”, “confidence”, “continue”, “convert” or “conversion”, “deliver”, “demonstrating”, “estimates”, “encouraging”, “expand” or “expanding” or “expansion”, “expect” or “expectations”, “fast-track”, “forecasts”, “forward”, “goal”, “improves”, “increase”, “intends”, “justification”, “plans”, “potential” or “potentially”, “pro-forma”, “promise”, “prospective”, “prioritize”, “reflects”, “re-rating”, “scheduled”, “stronger”, “suggesting”, “support”, “updating”, “upside”, “will be” or “will consider”, “work towards”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved”.

Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nighthawk and Moneta to be materially different from those expressed or implied by such forward-looking information, including risks associated with required regulatory approvals, the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, the ongoing wars and their effect on supply chains, environmental risks, COVID-19 and other pandemic risks, permitting timelines, capex, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Nighthawk’s and Moneta’s respective annual information forms for the year ended December 31, 2022, available on www.sedarplus.ca. Although Nighthawk and Moneta have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Nighthawk and Moneta do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240129053704/en/

FOR FURTHER INFORMATION PLEASE CONTACT:



MONETA GOLD INC.

Tel: +1 (416) 471-5463; Email: info@monetagold.com

Website: www.monetagold.com



NIGHTHAWK GOLD CORP.

Tel: +1 (416) 863-2105; Email: info@nighthawkgold.com

Website: www.nighthawkgold.com

Source: Nighthawk Gold Corp

FAQ

What is the proposed plan of arrangement involving Nighthawk and Moneta?

The proposed plan of arrangement involves Moneta acquiring all of the issued and outstanding common shares of Nighthawk.

What was approved at the special meeting of shareholders of Moneta?

The ordinary resolution authorizing Moneta to issue common shares of Moneta to holders of Nighthawk Shares and the special resolution approving the change of name of Moneta to 'STLLR Gold Inc.' were approved.

What was approved at the Nighthawk Meeting?

The special resolution approving a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) to effect the Arrangement was approved, as well as the ordinary resolution authorizing Nighthawk to issue Nighthawk Shares to holders of subscription receipts of Nighthawk upon their conversion into units of Nighthawk.

When is the expected closing date of the Arrangement?

The closing date of the Arrangement is expected to occur on or before April 30, 2024, assuming all remaining conditions are satisfied or waived.