MED:CC - Medgold Receives TSXV Conditional Acceptance of Proposed Acquisition and Provides Update on Concurrent Financing
(TheNewswire)
Vancouver, BC - TheNewswire - July 13, 2023 - Medgold Resources Corp. (TSX-V:MED ) ( FRA:1XD) (“ Medgold ”) is pleased to announce that it has received conditionalacceptance from the TSX Venture Exchange (the“ TSXV ”) for the proposed reverse takeovertransaction (the “ Acquisition ”)pursuant to which Medgold is to acquire all of the issued andoutstanding common shares of Balkan Metals Corp. (“ BMC ”) . At closing, Medgold’s name is to be changed to“Electrum Metals Group Corp.” (the “ Name Change ”) andits shares are to be consolidated on a 16:1 basis (the “ Share Consolidation ”). The resulting issuer after the Acquisition (the“ ResultingIssuer ”) will be the largest holder of highlyprospective exploration ground in the Republic of Serbia with mineralrights covering close to 1,000 square kilometers.
The TSXV’s final acceptance of the Acquisition issubject to Medgold’s completion of all remaining filing requirementsof the TSXV. The parties are continuing towork closely together to satisfy the remaining conditions precedent tocompletion of the Acquisition, including seeking approval by theMedgold shareholders, as well as completing the proposed $2.0 millionnon-brokered private placement offering of subscription receipts ofBMC (the “ Concurrent Financing ”). An annual and special meeting of the Medgoldshareholders has been set for August 31, 2023 in order for Medgold toseek and obtain shareholder approval of the Acquisition, the NameChange, the Share Consolidation and other matters .
Key Terms of the ConcurrentFinancing
BMC is to complete a non-brokered private placement ofa minimum of 10,000,000 subscription receipts (the “ Subscription Receipts ”) at a price of $0.20 per Subscription Receipt to raise aminimum of $2,000,000. The gross proceeds of the ConcurrentFinancing will be held in escrow until the satisfaction of allconditions precedent to the completion of the Acquisition. Uponthese conditions being met, the proceeds will be released to theResulting Issuer and each Subscription Receipt will be automaticallyexchanged, for no additional consideration, into one unit of theResulting Issuer (a “ Unit ”).
Each Unit will consist of one common share of theResulting Issuer (a “ Resulting Issuer Share ”) and one sharepurchase warrant entitling the holder to purchase one additionalResulting Issuer Share for a period of two years following closing ofthe Acquisition at a price of $0.25 in the first year and thereafterat a price of $0.30. The warrants will be subject to an accelerationclause such that if the volume weighted average trading price for theResulting Issuer Shares on the TSXV is greater than $0.50 for a periodof 10 consecutive trading days, the Resulting Issuer may give noticeto the warrant holders that the warrants will expire 30 calendar daysafter receipt of such notice.
Finder's fees may be paid on all or a portion of theConcurrent Financing. The net proceeds of the Concurrent Offeringare intended to be used to fund the first phase of an explorationprogram on the Timok East Project and for the Resulting Issuer’sworking capital and general corporate purposes.
Trading in Medgold’s common shares continues to behalted and is expected to remain halted until completion of theAcquisition.
About Medgold Resources Corp.
Additional information on Medgold can be found on theCompany’s website at www.medgoldresources.com and byreviewing the Company’s page on SEDAR at www.sedar.com .
ON BEHALF OF THE BOARD
Jeremy Crozier, President and CEO
For Further Information,Contact:
Jeremy Crozier (Vancouver), +1 604 801 5432, info@medgoldresources.com
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Forward-looking Information
Certain statements contained in thisnews release constitute forward-looking information within the meaningof Canadian securities legislation. All statements included herein,other than statements of historical fact, are forward-lookinginformation and include, without limitation, statements regarding theproposed Acquisition transactions. Often, but not always, thisforward-looking information can be identified by the use of words suchas “estimate”, “estimates”, “estimated”, “potential”,“open”, “future”, “assumed”, “projected”, “used”,“detailed”, “has been”, “gain”, “upgraded”,“offset”, “limited”, “contained”, “reflecting”, “containing”,“remaining”, “to be”, “periodically”, or statements thatevents, “could” or “should” occur or be achieved and similarexpressions, including negative variations.
Forward-looking information involvesknown and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of Medgold andthe Resulting Issuer to be materially different from any results,performance or achievements expressed or implied by forward-lookinginformation. Such uncertainties and factors include, among others,whether the Company will obtain all required approvals of theAcquisition and the Concurrent Financing; the completion of theConcurrent Financing and related transactions; the use of proceeds ofthe Concurrent Financing; whether the Acquisition will be completed asplanned; changes in general economic conditions and financial markets;risks associated with the results of exploration and developmentactivities, and the geology, grade and continuity of mineral deposits;unanticipated costs and expenses; and such other risks detailed fromtime to time in Medgold’s quarterly and annual filings withsecurities regulators and available under Medgold’s profile on SEDARat www.sedar.com . Although Medgold has attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookinginformation, there may be other factors that cause actions, events orresults to differ from those anticipated, estimated orintended.
Forward-looking informationcontained herein are based on the assumptions, beliefs, expectationsand opinions of management, including but not limited to: that theAcquisition will be completed as planned; that the resultingcompany’s stated goals and planned exploration and developmentactivities will be achieved; that there will be no material adversechange affecting the resulting company or its properties; and suchother assumptions as set out herein. Forward-looking information hasbeen made as of the date hereof and Medgold disclaims any obligationto update any forward-looking information, whether as a result of newinformation, future events or results or otherwise, except as requiredby law. There can be no assurance that forward-looking informationwill prove to be accurate, as actual results and future events coulddiffer materially from those anticipated in such information.Accordingly, investors should not place undue reliance onforward-looking information.
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