NexGold and Signal Gold Complete Business Combination
NexGold Mining and Signal Gold have completed their business combination through a court-approved arrangement. Under the deal, NexGold acquired all Signal Gold shares, with former Signal shareholders receiving 0.1244 NexGold shares for each Signal share held. NexGold issued approximately 31.9 million shares to Signal Gold shareholders.
The combined company will advance two key projects: the Goliath Gold Complex Project in Northern Ontario and the Goldboro Gold Project in Nova Scotia. As part of the transaction, the companies completed a debt restructuring, establishing a new US$12.0 million facility with Nebari at 11.4% interest over 30 months. Nebari also paid US$6.0 million for a 0.6% net smelter return royalty on the Goldboro Project.
Signal Gold shares will be delisted from TSX and OTCQB on December 16, 2024.
NexGold Mining e Signal Gold hanno completato la loro fusione commerciale attraverso un accordo approvato dal tribunale. Con questo accordo, NexGold ha acquisito tutte le azioni di Signal Gold, con i precedenti azionisti di Signal che riceveranno 0,1244 azioni di NexGold per ogni azione di Signal detenuta. NexGold ha emesso circa 31,9 milioni di azioni agli azionisti di Signal Gold.
La società combinata porterà avanti due progetti chiave: il Progetto Goliath Gold Complex nel Nord dell'Ontario e il Progetto Goldboro Gold nella Nuova Scozia. Come parte della transazione, le aziende hanno completato una ristrutturazione del debito, stabilendo una nuova linea di credito di 12,0 milioni di dollari USA con Nebari a un tasso di interesse dell'11,4% per 30 mesi. Nebari ha anche pagato 6,0 milioni di dollari USA per un diritto royalty netto sul ritorno della fonderia dell'0,6% sul Progetto Goldboro.
Le azioni di Signal Gold saranno rimosse dalla TSX e OTCQB il 16 dicembre 2024.
NexGold Mining y Signal Gold han completado su combinación empresarial a través de un acuerdo aprobado por el tribunal. En virtud del acuerdo, NexGold adquirió todas las acciones de Signal Gold, con los antiguos accionistas de Signal recibiendo 0,1244 acciones de NexGold por cada acción de Signal que poseen. NexGold emitió aproximadamente 31,9 millones de acciones a los accionistas de Signal Gold.
La empresa combinada avanzará en dos proyectos clave: el Proyecto Goliath Gold Complex en el Norte de Ontario y el Proyecto Goldboro Gold en Nueva Escocia. Como parte de la transacción, las empresas completaron una reestructuración de deuda, estableciendo una nueva línea de crédito de 12,0 millones de dólares estadounidenses con Nebari a un interés del 11,4% durante 30 meses. Nebari también pagó 6,0 millones de dólares estadounidenses por una regalía del 0,6% de retorno de la fundición sobre el Proyecto Goldboro.
Las acciones de Signal Gold serán excluidas de TSX y OTCQB el 16 de diciembre de 2024.
NexGold Mining과 Signal Gold가 법원 승인 합의를 통해 사업 결합을 완료했습니다. 이 거래에 따라 NexGold는 모든 Signal Gold 주식을 인수하였으며, 이전 Signal 주주들은 보유한 Signal 주식 1주당 0.1244 NexGold 주식을 받게 됩니다. NexGold는 Signal Gold 주주들에게 약 3,190만 주를 발행했습니다.
합병된 회사는 두 가지 주요 프로젝트를 진행할 것입니다: 온타리오 북부에 위치한 Goliath Gold Complex Project와 노바스코샤에 있는 Goldboro Gold Project입니다. 거래의 일환으로 두 회사는 부채 구조 조정을 완료하며, Nebari와 함께 30개월 동안 이자 11.4%로 1,200만 달러의 새로운 자금을 설정했습니다. Nebari는 Goldboro 프로젝트에 대한 0.6%의 순 제련 수익 로열티를 위해 600만 달러를 지불했습니다.
Signal Gold 주식은 2024년 12월 16일에 TSX와 OTCQB에서 상장 폐지됩니다.
NexGold Mining et Signal Gold ont finalisé leur combinaison d'affaires à travers un arrangement approuvé par le tribunal. Dans le cadre de l'accord, NexGold a acquis toutes les actions de Signal Gold, les anciens actionnaires de Signal recevant 0,1244 actions de NexGold pour chaque action de Signal détenue. NexGold a émis environ 31,9 millions d'actions aux actionnaires de Signal Gold.
La société combinée fera progresser deux projets clés : le Projet Goliath Gold Complex dans le Nord de l'Ontario et le Projet Goldboro Gold en Nouvelle-Écosse. Dans le cadre de la transaction, les entreprises ont effectué une restructuration de la dette, en établissant un nouveau prêt de 12,0 millions de dollars américains auprès de Nebari à un taux d'intérêt de 11,4 % sur 30 mois. Nebari a également payé 6,0 millions de dollars américains pour une redevance nette de 0,6 % de retour de fonderie sur le Projet Goldboro.
Les actions de Signal Gold seront retirées de la TSX et de l'OTCQB le 16 décembre 2024.
NexGold Mining und Signal Gold haben ihre Unternehmenszusammenführung durch eine gerichtliche Genehmigung vollzogen. Im Rahmen der Vereinbarung hat NexGold alle Aktien von Signal Gold erworben, wobei frühere Signal-Aktionäre 0,1244 NexGold-Aktien für jede gehaltene Signal-Aktie erhalten. NexGold hat etwa 31,9 Millionen Aktien an die Signal Gold-Aktionäre ausgegeben.
Das zusammengelegte Unternehmen wird zwei wichtige Projekte vorantreiben: das Goliath Gold Complex Project im Norden von Ontario und das Goldboro Gold Project in Nova Scotia. Im Rahmen der Transaktion haben die Unternehmen eine Schuldenumstrukturierung abgeschlossen und eine neue Kreditlinie über 12,0 Millionen USD mit Nebari zu 11,4% Zinsen über 30 Monate eingerichtet. Nebari zahlte außerdem 6,0 Millionen USD für eine 0,6% Nettosalzverarbeitungsgebühr auf das Goldboro-Projekt.
Die Aktien von Signal Gold werden am 16. Dezember 2024 von der TSX und OTCQB gestrichen.
- Creation of a larger gold development company with two near-term projects
- Debt restructuring reducing overall debt profile from US$27 million to US$12 million
- US$6 million cash injection from royalty sale to Nebari
- Strengthened balance sheet through debt restructuring and financing
- Additional share dilution with issuance of 31.9 million new shares
- New debt facility carries 11.4% interest rate
- Potential 2.0% royalty burden if buy-back option not exercised within 30 months
TORONTO, ON / ACCESSWIRE / December 13, 2024 / NexGold Mining Corp. (TSXV:NEXG)(OTCQX:NXGCF) ("NexGold") and Signal Gold Inc. (TSX:SGNL)(OTCQB:SGNLF) ("Signal Gold") are pleased to announce the successful completion of the previously-announced transaction pursuant to which, among other things, NexGold acquired all of the issued and outstanding common shares of Signal Gold (the "Signal Shares") pursuant to a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"). The Arrangement combines the two companies to create a top near-term gold developer advancing NexGold's Goliath Gold Complex Project ("Goliath Project") in Northern Ontario and Signal Gold's Goldboro Gold Project ("Goldboro Project") in the historic Goldboro Gold District in Nova Scotia.
Kevin Bullock, President, CEO and Director of the combined company, stated: "Today we have created a stronger and larger company with two cornerstone assets that we believe are near-term gold development projects. We have also strengthened the balance sheet, and now have a great opportunity to create immense value for our combined shareholder base. We extend our thanks to shareholders, stakeholders and our Rightsholders that will help us realize our vision. With this transaction, NexGold is primed to move forward on our path to development." Mr. Bullock continued: "I would like to thank the outgoing members of the Signal Gold board of directors for their diligence and hard work in moving us towards this next phase."
Pursuant to the Arrangement, former Signal Gold shareholders received 0.1244 of a NexGold common share (each whole share, a "NexGold Share") in exchange for each Signal Share held. NexGold issued approximately 31.9 million NexGold Shares to former Signal Gold shareholders, prior to taking into consideration any of the financings connected to the Arrangement, representing approximately
Board of Directors and Senior Management of Combined Company
Mary-Lynn Oke (a former Signal Gold director) and Kevin Bullock have joined the NexGold Board of Directors (the "Board"). Reporting to the Board, the combined company will be managed by Kevin Bullock as President and Chief Executive Officer, Jeremy Wyeth as Chief Operating Officer and Orin Baranowsky as Chief Financial Officer.
Jim Gowans, Chairman of NexGold, stated: "I am excited for the path forward for NexGold, a company that I believe has two of the most advanced gold projects in Canada, with significant exploration potential and an excellent team in place capable of delivering on a clear path to being a multi-asset producer. With the recently announced Benefits Agreement with the Assembly of Nova Scotia Mi'kmaq, the first of its kind in the Province of Nova Scotia, NexGold has demonstrated a commitment to building meaningful relationships towards mutual benefits with the Mi'kmaq of Nova Scotia in a responsible, respectful and sustainable manner."
Mr Gowans continued: "I would like to welcome Kevin and Mary-Lynn to the Board and would like to thank Michele Ashby for her contributions to the Board as Chair of the Compensation Committee and Jeremy Wyeth, who will be taking on the newly-created role of Chief Operating Officer responsible for the successful delivery of the Goliath and Goldboro Projects. I'd also like to thank Morgan Lekstrom, who will continue on as a Director, for his instrumental leadership and contributions to the creation of NexGold, creating a clear vision and strong path forward to being one of the next Canadian mid-tier gold companies".
Debt Restructuring
NexGold and Signal Gold are also pleased to announce the completion of a restructuring of the two entities' respective debt facilities (the "Debt Restructuring"), significantly reducing the debt profile of the combined entity going forward. Signal Gold's outstanding credit facility of approximately US
Under the Debt Restructuring, NexGold has entered into a new US
In addition, Nebari has paid NexGold US
The new Nebari facility and Royalty, together with a US
Steven Bowles, Managing Director of Nebari, stated: "We have been monitoring the progress of the Goliath Project for many years and have been a partner with Signal in advancing the Goldboro Project. We are very pleased to continue this relationship with NexGold as they progress the development of both of their advanced projects. The experience and dedication of the combined teams demonstrated throughout Nebari's due diligence during the merger process between NexGold and Signal provides us with a great deal of confidence in the organization's ability to execute on its development plans and are excited to add another asset in a Tier-One mining jurisdiction to our growing portfolio."
Advisory Shares
In connection with the Arrangement, Fiore Management and Advisory Corp. was issued 638,334 NexGold Shares in consideration for advisory services provided to NexGold.
BMO Nesbitt Burns Inc. will be issued NexGold Shares as partial consideration for financial advisory services provided to Signal Gold in connection with the Arrangement. The number of NexGold Shares to be issued will be determined based on NexGold's closing share price today and disclosed in NexGold's material change report to be filed in connection with the closing of the Arrangement.
Delisting of Signal Shares
The Signal Shares are expected to be delisted from the Toronto Stock Exchange ("TSX") and OTCQB Venture Market ("OTCQB") at the close of business on December 16, 2024 and Signal Gold intends to submit an application to cease to be a reporting issuer and to otherwise terminate its public company reporting requirements as soon as possible thereafter.
About NexGold Mining Corp.
NexGold Mining Corp. is a gold-focused company with assets in Canada and Alaska. NexGold's Goliath Gold Complex (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 will be advancing the Goldboro Gold Project in Nova Scotia, a significant growth project subject to a positive Feasibility Study. 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 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 the company has consolidated 28,525 hectares (~285 km2) of prospective exploration land in the Goldboro Gold District.
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
Contact:
Kevin Bullock | Orin Baranowsky |
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.
This news release has been reviewed and approved by Kevin Bullock, P. Eng., President and CEO of NexGold, a "Qualified Person", under National Instrument 43-101 - Standard for Disclosure for Mineral Projects.
Cautionary Note Regarding Forward-Looking Information
This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, forward-looking statements") within the meaning of Canadian and United States securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. Any statement that involves predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "potential", "feasibility", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Such forward-looking statements include, but are not limited to, statements regarding the expected delisting of Signal Shares from the TSX and OTCQB and Signal Gold's application to cease to be a reporting issuer in Canada; expectations regarding the potential benefits and synergies of the Arrangement and the ability of the combined company to successfully achieve business objectives; expectations relating to future exploration, development and production activities; expectations regarding growth potential for NexGold's operations; and the company's assessments of, and expectations for, future business activities and operating performance
Since forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the delisting of Signal Shares from the TSX and OTCQB, and Signal ceasing to be a reporting issuer in Canada, may not be on the timing anticipated; the ability of the combined company to realize the benefits and synergies of the Arrangement and the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays; changes to expectations relating to future exploration, development and production activities, and growth potential for NexGold's operations; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of mineral resource, production and cost estimates; health, safety and environmental risks; worldwide demand for gold and base metals; gold price and other commodity price and exchange rate fluctuations; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits may be derived therefrom and accordingly, readers are cautioned not to place undue reliance on the forward-looking information.Neither NexGold nor Signal Gold undertakes to update any forward-looking information, except in accordance with applicable securities laws.
SOURCE: Signal Gold Inc.
View the original press release on accesswire.com
FAQ
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