TONOGOLD Enters into a Definitive Share Purchase Agreement to Acquire Jag Minerals Pty Ltd

Rhea-AI Summary

TONOGOLD Resources Inc. (OTC PINK:TNGL) has entered a binding share purchase agreement to acquire 100% of JAG Minerals Pty , which owns JAG Minerals USA Inc. The acquisition includes three uranium/vanadium projects in West-Central USA. The total purchase price is $8.5 million, comprising $6.5 million in TONOGOLD shares at $0.04/share and $2 million in cash. To close the deal, TONOGOLD will complete a $500,000 convertible loan note, restructure existing note holders, and raise up to $6 million in equity. Post-acquisition, TONOGOLD will change its name to Uranium American Resources, Inc. The deal aims to accelerate development of the Marysvale, SKY Project, and thirteen historic high-grade vanadium/uranium mines in Colorado and Utah.

Positive

• Acquisition of three uranium/vanadium projects in West-Central USA
• Total purchase price of $8.5 million, with $6.5 million paid in shares at a premium to current market price
• Potential for accelerated development and exploration of uranium/vanadium mines
• Plans to raise up to $6 million in equity at the same price as the acquisition shares

Negative

• Need to complete a $500,000 convertible loan note
• Requirement to restructure existing note holders
• $2 million cash payment required at closing
• Significant share dilution with issuance of 162,500,000 new shares

Highlights

• TONOGOLD enters in binding share purchase agreement to acquire 100% of the issued shares of JAG Minerals Pty Ltd which has a 100% interest in JAG Minerals USA Inc.

• Acquisition includes 3 Projects located in West-Central USA known for historic production of uranium/vanadium.

• On closing of the acquisition TONOGOLD will change its name to Uranium American Resources, Inc

WOODLAND HILLS, CA / ACCESSWIRE / September 3, 2024 / TONOGOLD Resources Inc. (OTC PINK:TNGL) ("TONOGOLD" or the "Company" is pleased to inform shareholders that it has entered into a binding share purchase agreement to acquire 100% of the issued shares of JAG Minerals Pty Ltd which has a 100% interest in JAG Minerals USA Inc. ("JAG US").

This acquisition allows the Company to accelerate development and exploration of the Marysvale (hardrock uranium/vanadium mine), SKY Project (uranium roll front) and thirteen (13) historic high-grade vanadium/uranium mines in Montrose County, Colorado and San Juan County, Utah.

On closing of the acquisition TONOGOLD will change its name to Uranium American Resources, Inc.

Further details on these projects and the acquisition are set out in the Company's announcement dated April 10, 2024.

The total purchase price for the acquisition is US$8,500,000 made up of:

• US$6,500,000 in the Company's shares at an issue price of $0.04/share (162,500,000 shares)(the "Acquisition Shares"); and

• a further US$2,000,000 in cash will be paid to JAG shareholders at the date of closing.

The Acquisition Shares are being issued at a significant premium to the 10 day VWAP of the Company's shares at the date of this announcement

In order to close the acquisition the Company will now:

• Complete the remaining US$500,000 convertible loan note ("NewNote") (terms as per the April 10 news release);

• Restructure the existing TONOGOLD Note Holders to enable the Company to advance project funding; and

• Raise up to US$6,000,000 in equity by placing shares to investors at the same price as the Acquisition Shares.

TONOGOLD CEO William Hunter stated: "Both the Company and JAG have worked diligently over the past 2 months to complete its due diligence and the binding Share Purchase Agreement.

We're looking forward to accelerating development of these projects and advancing on our short term production plan to create value for the Company's shareholders."

Enquiries

For further information, please contact:
William Hunter
Interim CEO Tonogold Resources Inc
M: +1 203 856 7285
E: bhunter@tonogold.com

SOURCE: Tonogold Resources, Inc.

View the original press release on accesswire.com

FAQ

What companies is TONOGOLD (TNGL) acquiring in the share purchase agreement?

TONOGOLD (TNGL) is acquiring 100% of the issued shares of JAG Minerals Pty , which has a 100% interest in JAG Minerals USA Inc.

How much is TONOGOLD (TNGL) paying for the acquisition?

TONOGOLD (TNGL) is paying a total of $8.5 million for the acquisition, consisting of $6.5 million in TONOGOLD shares and $2 million in cash.

What projects are included in TONOGOLD's (TNGL) acquisition?

The acquisition includes three projects in West-Central USA: the Marysvale hardrock uranium/vanadium mine, the SKY Project uranium roll front, and thirteen historic high-grade vanadium/uranium mines in Colorado and Utah.

What will TONOGOLD (TNGL) be renamed after the acquisition?

After the acquisition closes, TONOGOLD (TNGL) will change its name to Uranium American Resources, Inc.