(via TheNewswire)
Highlights:
Newrange Gold Corp. (“Newrange”) has entered into a non-binding term sheet with Mithril Resources Limited (ASX: MTH) for the friendly, at-market business combination of the two companies, whereby Newrange will acquire 100% of the issued capital in Mithril Resources via a reverse takeover (the “RTO”).The non-binding term sheet is conditional upon a number of standard conditions, including completion of satisfactory due diligence by each of the parties on each other, completion of financings, the acceptance of the RTO by the shareholders of Mithril Resources and the
TSX Venture Exchange , and the negotiation and execution of a formal Definitive Agreement.As a result of the RTO, the companies will expand and diversify their project portfolios under development and enhance their management teams to benefit from their collective discovery and mine development experience underpinned by a track record of value-creation.
The combined Board and Management from
Mithril and Newrange will result in a strong team with considerable years of experience and success operating in the prolificSierra Madre gold-silver belt ofMexico , where Mithril’s high-grade, district-scale, epithermal gold-silverCopalquin Project is located.Mithril willenhance its market presence with a listing on theTSX Venture Exchange , thereby broadening research coverage and trading liquidity, while Newrange shareholders will gain exposure to a district-scale gold-silver property that already hosts a substantial high-grade gold-silver JORC-compliant resource in just one of several targets, with significant growth potential.At the
El Refugio target area, within theCopalquin Project , there is a Historic Maiden JORC-compliant Mineral Resource Estimate(Rodney Webster , principal Consultant,AMC Consultants Pty Ltd ,16 November 2021 ) comprising 691,000 tonnes @ 5.43 g/t gold, 114.2 g/t silver(7.06 g/t Au eq) for 121,000 oz gold plus 2,538,000 oz silver (157,000 oz Au eq) in the Indicated categoryand 1,725,000 tonnes @ 4.55 g/t gold and 151.7 g/t silver (6.72 g/t Au eq) for 252,000 oz gold plus 8,414,000 oz silver (372,000 oz Au eq) in the Inferred category, using a cut-off grade of 2.0 g/t Au eq.Newrange’s existing projects in the prolific
Red Lake District of northwesternOntario will provide geographic diversification with the potential for new discoveries and the depth extension of the past producingArgosy Gold Mine (1931 to 1952 - 101,875 ounces of gold and minor amounts of silver from 276,573 tons of ore at an average grade of 12.7 g/t Au), only 10 kilometres from the Springpole deposit being developed by First Mining Gold Corp.
1Newrange is not treating these estimates as current mineral resources as a qualified person on behalf of Newrange has not done sufficient work to classify these estimates as current mineral resources. As a requirement of the RTO,
2Au eq. = gold equivalent calculated using a gold:silver price ratio of 70:1. That is, 70 g/t silver = 1 g/t gold. The metal prices used to determine the 70:1 ratio are the cumulative average prices for 2021: gold
“This is an exciting opportunity and marks a new beginning for Newrange shareholders,” stated
At the present time,
The Scheme will be subject to shareholder and Court approval in
Under the Scheme, should it proceed, the companies have agreed to a share exchange ratio of 3.71:1. Newrange will consolidate (the “Consolidation”) its share capital on the basis of 12 old shares for one new share, to be conducted in two parts. The first part will be implemented immediately and consist of a 6:1 consolidation in order to effect the Bridge Financing (see below). Shareholders will then be asked to vote on a second consolidation of 2:1 to take effect immediately prior to the closing of the RTO. As a result, on the closing of the RTO, Newrange will issue:
18.08 Newrange shares for every 1,000
Mithril shares held byMithril shareholders, for a total of 60,919,214 (subject to final adjustments) Newrange shares, based on a maximum equity value forMithril of CA$10,965,459, such thatMithril shareholders will hold approximately 78.8% of the resulting issuer and Newrange shareholders will hold approximately 21.2%; and7,039,583 warrants to acquire Newrange shares (theNewrange Warrants) in exchange for 389,285,714 options held by
Mithril option holders (theMithril Options), with the Newrange Warrants to be issued on the same terms as the relevant Mithril Options being exchanged at completion.
About
Mithril Resources Limited is a public precious metals exploration company, incorporated and domiciled in
As a public company, Mithril’s annual financial statements have been audited and are available on the company’s website atwww.mithrilresources.com.au. For the quarter and 6 months ended
Current quarter $A’000 | Year to date (6 months) $A’000 | |
Net cash from / (used in) operating activities | (208) | (463) |
Net cash from / (used in) investing activities | (505) | (1,949) |
Net cash from / (used in) financing activities | 1,051 | 1,051 |
Cash and cash equivalents at end of period | 912 | 912 |
It is anticipated that Mr.
Title: Chief Executive Officer / Managing Director
Qualifications: B.App.Sc
Experience and expertise: Mr. Skeet has over 30 years’ experience in gold-silver mining, both in management at operations and developing projects in
Title: Non-Executive Director
Qualifications: MSIAA
Experience and expertise: Mr. Layton has over 35 years' experience in equity capital markets in the
Title: Non-Executive Director
Qualifications: Assoc. CE
Experience and expertise:
It is contemplated that
Following the transaction, Mr.
Title: Executive Chair
Qualifications:
Experience and expertise:
Title: CFO &Corporate Secretary
Qualifications: CPA, CGA
Experience and expertise:
Title: Independent Director
Qualifications: Bsc (Earth Sciences),
Experience and expertise:
Title: Independent Director
Qualifications: Associate of Commerce,
Experience and expertise: Mr. Schmitz is the Principal and President of
Bridge Financing:
Newrange is arranging a non-brokered private placement to raise gross proceeds of up to
The net proceeds raised from the Bridge Financing will be used for working capital purposes and to pay for the expenses related to the RTO.
All securities to be issued will be subject to a four-month hold period from the date of issuance and subject to
Pursuant to the RTO, the securities issued under the Bridge Financing will be subject to the proposed second consolidation of 2:1.
RTO Concurrent Financing:
In addition to the Bridge Financing, Newrangewill be arranging a private placement to raise gross proceeds of up to
The net proceeds raised from the RTO Concurrent Financing will be used for further exploration and development of the
All securities to be issued will be subject to a four-month hold period from the date of issuance and subject to
Due Diligence and Indicative Timeline:
Under the terms of the non-binding term sheet, the parties have agreed to a period of 20 business days to conduct due diligence investigations.
If the RTO proceeds, the parties intend to execute the relevant transaction documentation (referred to as Scheme Implementation Agreements) for each of the Share Scheme and the Option Scheme by
The Scheme will then proceed in accordance with a standard timeline, with dates for the relevant Court hearings and shareholder meetings to be finalised in due course.
Other Information:
It is anticipated that:
upon completion of the RTO and subject to TSXV approval, Newrange will change its name to
Pinnacle Silver and Gold Corp. or such other name as is determined by the companies;
Newrange will apply for a waiver of sponsorship for the RTO in accordance with the policies of the TSXV; and
completion of the RTO will be conditional upon arrangements being in place (including obtaining any necessary approvals from Mithril Resources shareholders and the ASX) so that all of the existing employee options and performance rights of Mithril Resources will either be acquired by
Newrange Gold , vest (and have resulted in the issue of Mithril Resources shares), lapse or otherwise be cancelled and terminated.
Further information about the RTO will be disclosed when available and included in the documentation that will be filed by each of the companies, in due course, in accordance with the policies of the TSXV.
The RTO is not a non-arm’s-length transaction within the meaning of the policies of the TSXV. Trading in the shares of the Company on the TSXV has been halted and will remain halted pending formal approval of the RTO by the TSXV and the ASX (as applicable).
QP Statement
Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Newrange should be considered highly speculative.
The
About
Newrange is currently focused on district-scale exploration for precious metals in the prolific
Signed: “Robert Archer”
President & CEO
For further information contact:
Email: info@newrangegold.com
Tel.: +1 (877) 271-5886 ext. 110
Website:www.newrangegold.com
Neither the
Forward-Looking Statement:
Some of the statements in this news release contain forward-looking information that involves inherent risk and uncertainty affecting the business of
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Copyright (c) 2023 TheNewswire - All rights reserved., source