MED:CC - Medgold signs Definitive Amalgamation Agreement for proposed acquisition of Balkan Metals Corp. and issues Convertible Debenture
(TheNewswire)
Vancouver, Canada – TheNewswire- January 30, 2023 – Medgold Resources Corp.(TSXV:MED ) | ( FRA:1XD) (“ Medgold ” or the“ Company ”) is pleased to announce that Medgold and Balkan Metals Corp.(“ Balkan Metals ”) have signed a definitiveamalgamation agreement (the “ Amalgamation Agreement ”) setting out theterms of the proposed acquisition (the “ Acquisition ”) by Medgold of Balkan Metals, aprivate British Columbia company which holds a portfolio ofexploration licenses in Serbia, some of which are contiguous toMedgold’s existing Serbian exploration permits (see Medgold newsreleases November 24,2022 and December 21,2022 for a description of theAcquisition terms). With mineral rights covering close to 1,000 squarekilometers, the resulting company will be the largest holder of highlyprospective exploration ground in the Republic of Serbia.
In addition, Medgold has issued a convertible debenture (the “ Debenture ”) to BalkanMetals in the maximum principal amount of C$150,000, whereby BalkanMetals will advance funds to provide Medgold with interim workingcapital financing until April 30, 2023. The Debenture matures in twoyears and has a conversion price of C$0.05 if converted in the firstyear, and C$0.10 if converted in the second year. The Debenture andany shares issuable on conversion are subject to a regulatory resalerestriction that expires on May 28, 2023.
Amounts advanced under the Debenture will bear interestat 5% per annum, calculated and compounded monthly, and accruedinterest may be paid by the issuance of Medgold shares; however, anyinterest amount accrued pursuant to the Debenture will be converted atthe lowest conversion price permitted by the TSX Venture Exchange(“ TSXV ”). The settlement of such interest with Medgold shareswill be subject to TSXV approval.
Upon execution of the Amalgamation Agreement, BalkanMetals will make a cash payment to Medgold of C$30,000 which funds areto be used to cover the renewal of Medgold’s Serbian explorationlicences. Balkan Metals will also make an initial cash advance toMedgold under the Debenture of C$75,000 .
The parties are working together to satisfy theconditions precedent to completion of the Acquisition, includingseeking conditional approval of the TSXV and approval by the Medgoldand Balkan Metals shareholders, as well as arranging the proposedC$2.0 million private placement financing, th enet proceeds of which will be used by the resulting issuer to fundexploration of its Serbian properties (principally, the Timok EastProject) and for working capital and general corporatepurposes .
Trading in the Company’s common sharescontinues to be halted and is expected to remain halted untilcompletion of the Acquisition.
About Medgold Resources Corp.
Additional information on Medgold can be found on theCompany’s website at www.medgoldresources.com and by reviewing 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 that events, “could” or “should” occur or beachieved and similar expressions, including negativevariations.
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 Exchange and Medgold and Balkan Metals shareholders willapprove of the Acquisition and related transactions; whether theAcquisition will be completed as planned; changes in general economicconditions and financial markets; risks associated with the results ofexploration and development activities, and the geology, grade andcontinuity of mineral deposits; unanticipated costs and expenses; andsuch other risks detailed from time to time in Medgold’s quarterly and annual filings withsecurities regulators and available under Medgold’s profile on SEDAR at 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 ResultingIssuer’s stated goals andplanned exploration and development activities will be achieved; thatthere will be no material adverse change affecting the ResultingIssuer or its properties; and such other assumptions as set outherein. Forward-looking information has been made as of the datehereof and Medgold disclaims any obligation to update anyforward-looking information, whether as a result of new information,future events or results or otherwise, except as required by law.There can be no assurance that forward-looking information will proveto be accurate, as actual results and future events could differmaterially from those anticipated in such information. Accordingly,investors should not place undue reliance on forward-lookinginformation.
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