(TheNewswire)
Toronto, O N - TheNewswire - June 13, 2023 - NewOrigin Gold Corp. (TSX-V:NEWO) (the “ Company ” or“ NewOrigin ”) announces that further to its news release of May 17,2023, the Company has entered into an amended and restated propertysale agreement dated June 9, 2023 (the “ Amended Agreement ”) with O3Mining Inc. (“ O3 ”), amending the terms of the May 16, 2023 agreement tosell a 100% interest in the Company’s Kinebik property(“ Kinebik ” or the “ Property ”) located in Qu é bec to O3 (the “ Transaction ”). TheTransaction will proceed by way of two separate closings, whereby theCompany will sell an aggregate 107 of the total 328 mineralexploration claims making up the Property for the first closing (the“ First Closing ”) and the remainder of the mineral exploration claims forthe second closing (the “ Second Closing ”).
The Company has completed the First Closing foraggregate consideration of $50,000 in cash and 29,467 common shares inthe capital of O3 (the “ Shares ”). The Shares issued to the Companypursuant to the First Closing are subject to a statutory four-monthand one day hold period in accordance with applicable Canadiansecurities laws.
Pursuant to the Amended Agreement, the purchase pricepayable to the Company for the Second Closing will be 58,935 Shares.The Second Closing shall be subject to approvalof the disinterested shareholders of the Company at the next meetingof the Company’s shareholders.
The First Closing constitutes a related partytransaction within the meaning of TSXV Policy 5.9 (which incorporatesMultilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”)), as O3is a “related party” of the Company by virtue of being a holder ofmore than 10% of the outstanding common shares of the Company. TheCompany is relying on the exemptions from the valuation and minorityshareholder approval requirements of MI 61-101 contained in sections5.5(a) and 5.7(1) (a) of MI 61-101 for the First Closing as the fairmarket value the subject matter of the First Closing does not exceed25% of the market capitalization of the Company, as determined inaccordance with MI 61-101. The Company did not file a material changereport in respect of the related party transaction at least 21 daysbefore the transaction, which the Company deems reasonable in thecircumstances so as to be able to complete the sale of the non-coreproperty as soon as practicable and use the proceeds towards itsflagship property.
The Company also announces that Elijah Tyshynski andAlex Rodriquez Tovalino have resigned from the board of directors ofNewOrigin effective as of the date of the First Closing. Mr. Tyshynskiand Mr. Rodriguez serve as Chief Financial Officer and Vice Presidentof Corporate Development of O3, respectively. NewOrigin would like tothank them both for their contributions.
The Second Closing is subject to the receipt of allrequired regulatory approvals including the approval of the TSXVenture Exchange. All Shares issuable to the Company pursuant to theSecond Closing shall be subject to a statutory four-month and one dayhold period in accordance with applicable Canadian securitieslaws.
About NewOrigin Gold Corp.
NewOrigin is a Canadian gold exploration company focused on drilldiscovery at its Sky Lake gold project in the Canadian Shield.NewOrigin’s management and board have extensive experience in thedelineation and development of gold deposits. NewOrigin trades on theTSX Venture Exchange under the ticker “NEWO”.
For Further Information Contact:
Andrew Thomson
Phone: 416 844 3585
Email: at@neworigingold.com
or visit www.neworigingold.com
Cautionary Statement regardingForward Looking Statements:
Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release. This News Release includes certain “forward-lookingstatements” which are not comprised of historical facts.Forward-looking statements include estimates and statements thatdescribe the Company’s future plans, objectives or goals, includingwords to the effect that the Company or management expects a statedcondition or result to occur. Forward-looking statements may beidentified by such terms as “believes”, “anticipates”,“expects”, “estimates”, “may”, “could”, “would”,“will”, or “plan”. Since forward-looking statements are basedon assumptions and address future events and conditions, by their verynature they involve inherent risks and uncertainties. Although thesestatements are based on information currently available to theCompany, the Company provides no assurance that actual results willmeet management’s expectations. Risks, uncertainties and otherfactors involved with forward-looking information could cause actualevents, results, performance, prospects and opportunities to differmaterially from those expressed or implied by such forward-lookinginformation. Forward looking information in this news releaseincludes, but is not limited to, the intention to complete theforegoing, the Company’s objectives, goals or future plans,statements, exploration results, potential mineralization, theestimation of mineral resources, exploration and mine developmentplans, timing of the commencement of operations and estimates ofmarket conditions. Factors that could cause actual results to differmaterially from such forward-looking information include, but are notlimited to, the Company’s ability to obtain all approvals requiredin connection with the foregoing, the Company’s ability to predictor counteract potential impact of COVID-19 coronavirus on factorsrelevant to the Company’s business failure to identify mineralresources, failure to convert estimated mineral resources to reserves,the inability to complete a feasibility study which recommends aproduction decision, the preliminary nature of metallurgical testresults, delays in obtaining or failures to obtain requiredgovernmental, environmental or other project approvals, politicalrisks, inability to fulfill the duty to accommodate First Nations andother indigenous peoples, uncertainties relating to the availabilityand costs of financing needed in the future, changes in equitymarkets, inflation, changes in exchange rates, fluctuations incommodity prices, delays in the development of projects, capital andoperating costs varying significantly from estimates and the otherrisks involved in the mineral exploration and development industry,and those risks set out in the Company’s public documents filed onSEDAR. Although the Company believes that the assumptions and factorsused in preparing the forward-looking information in this news releaseare reasonable, undue reliance should not be placed on suchinformation, which only applies as of the date of this news release,and no assurance can be given that such events will occur in thedisclosed time frames or at all. The Company disclaims any intentionor 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (asthat term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this release.
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