NewOrigin Announces Second Closing of the Kinebik Sale

Rhea-AI Summary

NewOrigin Gold Corp. (TSXV: NEWO) completes the sale of Kinebik mineral claims to O3 Mining Inc., with 91.64% shareholder approval. The Second Closing involves the transfer of 166 mining claims for 58,935 common shares of O3, subject to a hold period. The transaction is a related party transaction under TSX Venture Policy 5.9 and MI 61-101.

Toronto, Ontario--(Newsfile Corp. - December 22, 2023) - NewOrigin Gold Corp. (TSXV: NEWO) ("NewOrigin" or the "Company") is pleased to announce the closing of the sale of the remaining Kinebik mineral claims ("Kinebik" or the "Property") to O3 Mining Inc. ("O3") (the "Second Closing"), as further described in news releases of the Company dated June 13 and May 17, 2023.

A resolution approving the Second Closing was passed by 91.64% of the votes cast by disinterested shareholders at the annual general and special meeting of shareholders of the Company held on December 8, 2023. NewOrigin has completed the Second Closing by transferring 166 mining claims, being the balance of the Kinebik mineral claims to O3 for consideration of 58,935 common shares of O3 (the "Shares"). Pursuant to the Second Closing, NewOrigin will have no further interest in the Property. The Shares issued pursuant to the Second Closing are subject to a statutory four-month and one day hold period in accordance with applicable Canadian securities laws.

The Second Closing, as further described in news releases of the Company dated June 13 and May 17, 2023, constitutes a related party transaction within the meaning of TSX Venture Policy 5.9 (which incorporates Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), as O3 is a "related party" of the Company by virtue of being a holder of more than 10% of the outstanding common shares of the Company.

About NewOrigin Gold Corp.

NewOrigin Gold Corp. is a Canadian exploration company focused on drill discovery at its gold projects in the Canadian Shield. NewOrigin's management and board have extensive experience in the delineation and development of gold deposits. Company shareholders include O3 Mining Inc. and Osisko Mining Inc. NewOrigin Gold trades on the TSX Venture Exchange under the ticker "NEWO".

For Further Information Contact:
Andrew Thomson, CEO
Ph: 416 844-3585 or visit www.neworigingold.com

Cautionary Statement regarding Forward-Looking Statements:

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 release. This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the intention to complete the foregoing, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the Company's ability to obtain all approvals required in connection with the foregoing, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/192236

FAQ

What is the recent announcement from NewOrigin Gold Corp. (NEWO)?

NewOrigin Gold Corp. (TSXV: NEWO) has completed the sale of the remaining Kinebik mineral claims to O3 Mining Inc. (O3) in a Second Closing.

How many mining claims were transferred in the Second Closing?

In the Second Closing, NewOrigin transferred 166 mining claims to O3 in exchange for 58,935 common shares of O3.

What percentage of shareholder votes approved the Second Closing?

The Second Closing was approved by 91.64% of the votes cast by disinterested shareholders at the annual general and special meeting of shareholders of NewOrigin Gold Corp. held on December 8, 2023.

What are the details of the hold period for the shares issued in the Second Closing?

The shares issued in the Second Closing are subject to a statutory four-month and one day hold period in accordance with applicable Canadian securities laws.

Is the Second Closing considered a related party transaction?

Yes, the Second Closing is considered a related party transaction under TSX Venture Policy 5.9 and MI 61-101, as O3 is a 'related party' of NewOrigin Gold Corp. by virtue of being a holder of more than 10% of the outstanding common shares of the company.