(TheNewswire)
Highlights:
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Newrange Gold Corp. (“Newrange”) has entered into anon-binding term sheet with Mithril Resources Limited (ASX: MTH) forthe friendly, at-market business combination of the two companies,whereby Newrange will acquire 100% of the issued capital in MithrilResources via a reverse takeover (the “RTO”).
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The non-binding term sheet is conditional upon a numberof standard conditions, including completion of satisfactory duediligence by each of the parties on each other, completion offinancings, the acceptance of the RTO by the shareholders of MithrilResources and the TSX Venture Exchange, and the negotiation andexecution of a formal Definitive Agreement.
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As a result of the RTO, the companies will expand anddiversify their project portfolios under development and enhance theirmanagement teams to benefit from their collective discovery and minedevelopment experience underpinned by a track record ofvalue-creation.
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The combined Board and Management from Mithril andNewrange will result in a strong team with considerable years ofexperience and success operating in the prolific Sierra Madregold-silver belt of Mexico, where Mithril’s high-grade,district-scale, epithermal gold-silver Copalquin Project islocated.
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Mithril will enhance its marketpresence with a listing on the TSX Venture Exchange, therebybroadening research coverage and trading liquidity, while Newrangeshareholders will gain exposure to a district-scale gold-silverproperty that already hosts a substantial high-grade gold-silverJORC-compliant resource in just one of several targets, withsignificant growth potential.
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At the El Refugio target area, within the CopalquinProject, there is a Historic Maiden JORC-compliant Mineral ResourceEstimate (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 Aueq) in the Indicated category and 1,725,000tonnes @ 4.55 g/t gold and 151.7 g/t silver (6.72 g/t Au eq) for252,000 oz gold plus 8,414,000 oz silver (372,000 oz Au eq) in theInferred category, using a cut-off grade of 2.0 g/t Au eq.
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Newrange’s existing projects in the prolific Red LakeDistrict of northwestern Ontario will provide geographicdiversification with the potential for new discoveries and the depthextension of the past producing Argosy Gold Mine ( 1931 to 1952 - 101,875 ounces of gold and minor amounts ofsilver 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 byFirst Mining Gold Corp.
1 Newrangeis not treating these estimates as current mineral resources as aqualified person on behalf of Newrange has not done sufficient work toclassify these estimates as current mineral resources. As arequirement of the RTO, Mithril will be producing a NI 43-101compliant technical report that will incorporate the JORC-compliantresource for the purposes of the Resulting Issuer.
2 Au 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 todetermine the 70:1 ratio are the cumulative average prices for 2021:gold USD1,798.34 and silver USD25.32.
VANCOUVER, BRITISHCOLUMBIA – TheNewswire - March 6, 2023 (TSXV:NRG ) , (OTC :NRGOF ) , ( Frankfurt:X6C)– Newrange Gold Corp. (" Newrange " or the “ Company ") ispleased to announce that it has entered into a non-binding term sheetwith Mithril Resources Limited (“ Mithril ”) datedMarch 6, 2023, for a proposed friendly business combination of the twocompanies. Under the terms of the agreement, Newrange will acquire 100% of the issued share capital of Mithril, resulting in Newrangeremaining as the surviving entity. The arm’slength transaction will be classified as aReverse Take Over under the rules of the TSX VentureExchange (the “ RTO” ) and theResulting Issuer will be a Tier 2 mining issuer.
“This is an exciting opportunity and marks a newbeginning for Newrange shareholders,” stated Robert Archer,Newrange’s President & CEO. “The proposed combination withMithril will result in a new Americas andprecious metals focused exploration & development company with ahighly experienced management team, enhanced market presence, a solidresource foundation, and significant growth potential. The grades atCopalquin are impressive and the 7,000 hectare district-scale propertyhas excellent potential for resource expansion and additionaldiscoveries. Our existing North Birch and past-producing Argosy GoldMine properties in the Red Lake District provide geographic diversityand further discovery and resource development potential.”
At the present time, Mithril and Newrange areundertaking due diligence on each other’s assets and negotiating thefinal terms of the RTO. The parties intend for the RTO to proceed byway of a scheme of arrangement between Mithril and its shareholders(the “ ShareScheme” ) and a separate concurrent scheme ofarrangement between Mithril and the holders of unlisted options (the“ OptionScheme” ) (together, the “ Scheme” ).
The Scheme will be subject to shareholder and Courtapproval in Australia in accordance with the requirements of Part 5.1of the Corporations Act2001 (Cth), as well as the satisfaction ofvarious other conditions that are considered standard for transactionsof this nature. The RTO will also be subject to approval byNewrange’s shareholders.
Under the Scheme, should it proceed, the companies haveagreed to a share exchange ratio of 3.71:1. Newrange willconsolidate (the “Consolidation”) its share capital on the basisof 12 old shares for one new share, to be conducted in two parts. The first part will be implemented immediately and consist of a 6:1consolidation in order to effect the Bridge Financing (see below). Shareholders will then be asked to vote on a second consolidation of2:1 to take effect immediately prior to the closing of the RTO. As aresult, on the closing of the RTO, Newrange will issue:
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18.08 Newrange shares for every 1,000 Mithril sharesheld by Mithril shareholders, for a total of 60,919,214 (subject tofinal adjustments) Newrange shares, based on a maximum equity valuefor Mithril of CA$10,965,459, such that Mithril shareholders will holdapproximately 78.8% of the resulting issuer and Newrange shareholderswill hold approximately 21.2%; and
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7,039,583 warrants to acquire Newrange shares (the Newrange Warrants ) in exchange for 389,285,714 options held by Mithril optionholders (the MithrilOptions ), with the Newrange Warrants to beissued on the same terms as the relevant Mithril Options beingexchanged at completion.
About Mithril:
Mithril Resources Limited is a public precious metalsexploration company, incorporated and domiciled in Australia andlisted on the Australian Securities Exchange (ASX) under the tickersymbol MTH. Mithril’s primary focus since May 2020 has been theexploration and development of the Copalquin gold-silver district inDurango State, Mexico. Mithril currently holds a registered 50%interest in the project with an option to acquire the remaining 50%interest for US$10 million in cash and/or shares at any time up toAugust 2026 (this date may be extended by 2 years with the issuance of750,000 shares to the property vendor), subject to a 2.5% NSR royaltythat can be bought down to 1%. Mithril also has an interest in fourAustralian projects that have either been optioned out to othercompanies or are available for option.
As a public company, Mithril’s annual financialstatements have been audited and are available on the company’swebsite at www.mithrilresources.com.au . For the quarter and 6 months ended December 31, 2022, Mithrilreported the following unaudited financial information:
Current quarter
| Year to date (6 months) | |
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. John Skeet, ManagingDirector of Mithril, Mr. Stephen Layton and Mr. Garry Thomas, bothNon-executive Directors, will become Principals of the combinedcompany (the “Resulting Issuer”). Their backgrounds are asfollows:
Name: Mr. John Skeet
Title: Chief Executive Officer / Managing Director
Qualifications: B.App.Sc
Experience and expertise: Mr. Skeet has over 30years’ experience in gold-silver mining, both in management atoperations and developing projects in Australia, Republic of Georgiaand Mexico. He successfully developed Ballarat East, Quartzite Goldin Georgia, and Palmarejo Silver Gold Mine in Mexico, prior to theCoeur Mining takeover and was COO of Cerro Resources prior to itstakeover by Primero Mining. He has 16 years’ experience in Mexico. He founded Sun Minerals in 2017 and acquired the option to purchasethe Copalquin Project in Mexico.
Name: Mr. Stephen Layton
Title: Non-Executive Director
Qualifications: MSIAA
Experience and expertise: Mr. Layton has over 35years' experience in equity capital markets in the UK and Australia. He has worked with various stockbroking firms and/or AFSL regulatedcorporate advisory firms, specializing in capital raising services andopportunities, corporate advisory, facilitation of ASX listings andassisting companies grow.
Name: Mr. Garry Thomas
Title: Non-Executive Director
Experience andexpertise: Mr. Thomas is a civil engineer withover 35 years’ experience in civil construction, mine developmentand operations. He has been involved in the implementation of miningoperations in Australia, Indonesia, Laos, Russia, Zimbabwe, Ghana,Zambia, South Africa, Algeria, Mexico and Mali. He has managed theconstruction and commissioning of over 20 CIL/CIP, flotation and heapleach plants in Australasia, Russia and Africa as well as many plantupgrades including construction at Palmarejo, Mexico prior to theCoeur Mining take over. Mr. Thomas founded Intermet Engineering whichhe sold to Sedgman Metals.
It is contemplated that Mr. Skeet will assume the roleof President & CEO of the Resulting Issuer and Mr. Stephen Laytonand Mr. Garry Thomas will both become Principals of the ResultingIssuer.
Following the transaction, Mr. Robert Archer willbecome Executive Chair, while Ron Schmitz and Colin Jones have agreedto stay on the board of Newrange, and David Cross will remain as CFOand Corporate Secretary. The backgrounds of these individuals are asfollows:
Qualifications: P. Geo, HBSc, LaurentianUniversity, Sudbury, Ontario
Experience and expertise: Mr.Archer has more than 40 years’ experience in the mining industry,working throughout the Americas. After spending more than 15 yearswith major mining companies, Mr. Archer held several senior managementpositions in the junior mining sector and co-founded Great PantherMining Limited, building it from concept into a mid-tier preciousmetals producer. He served as President & CEO of Great Pantherfrom 2004-2017 and Director until 2020, and joined Newrange GoldCorp. as a Director in March 2018 followed by his appointment as CEOin January 2019 and President in October 2021.
Title : CFO & CorporateSecretary
Experience and expertise: Mr.Cross is a CPA and CGA with over 21 years’ experience in the juniorsector with a focus on finance and corporate governance. He iscurrently a partner of Cross Davis and Company LLP CharteredProfessional Accountant, which specializes in accounting andmanagement services for private and publicly-listed companies withinthe mining industry.
Qualifications: Bsc (Earth Sciences), Massey University,NZ
Experience and expertise: Mr.Jones is Principal Consultant for Orimco Resource Investment Advisors,Perth, Australia. He has 40 years’ experience as a mining,exploration and consulting geologist in a number of differentgeological environments on all continents. He has managed largeexploration and due diligence projects, and has undertaken numerousbankable technical audits, technical valuations, independent expertreports and due diligence studies worldwide, most of which were onbehalf of major international resource financing institutions andbanks.
Qualifications: Associate of Commerce, Vancouver Island University.
Experience and expertise: Mr.Schmitz is the Principal and President of ASI Accounting ServicesInc., a firm who has provided administrative, accounting and officeservices to public and private companies since July 1995. Mr. Schmitzhas served as a Director and/or Chief Financial Officer of variouspublic companies since 1997, and currently holds these positions withvarious public and private companies.
Bridge Financing:
Newrange is arranging a non-brokeredprivate placement to raise gross proceeds of up to $360,000 (the“Bridge Financing”) and will initially consolidate its shares onthe basis of one new for every six old common shares. The placementwill consist of up to 4,000,000 units (post-consolidation; the"Units") at a price of $0.09 per Unit with each Unitcomprising one common share (“Share”) in the capital of theCompany and one share purchase warrant ("Warrant"), wherebyeach Warrant shall be convertible into an additional Share at anexercise price of $0.12 for a period of 36 months from the date ofissuance. Finder’sfees may be payable. Theplacement is anticipated to close on or about March 31, 2023.
The net proceeds raised from the BridgeFinancing will be used for working capital purposes and to pay for theexpenses related to the RTO.
All securities to be issued will besubject to a four-month hold period from the date of issuance andsubject to TSX Venture Exchange approval.??The securities offeredhave not been registered under the United States SecuritiesAct of 1933 , as amended,and may not be offered or sold in the United States absentregistration or an applicable exemption from the registrationrequirements.
Pursuant to the RTO, the securitiesissued under the Bridge Financing will be subject to the proposedsecond consolidation of 2:1.
RTO Concurrent Financing:
In addition to the Bridge Financing, Newrange will be arranging a privateplacement to raise gross proceeds of up to $3,600,000 (the “RTOConcurrent Financing”), to close immediately after the Consolidationand concurrently with the closing of the RTO. The placement willconsist of up to 20,000,000 units (the "Units") at a priceof $0.18 per Unit (post Consolidation) with each Unit comprising onecommon share (“Share”) in the capital of the Company and one-halfshare purchase warrant ("Warrant"), whereby each wholeWarrant shall be convertible into an additional Share at an exercise price of $0.27for a period of 24 months from the date ofissuance. Finder’sfees may also be paid.
The net proceeds raised from the RTOConcurrent Financing will be used for further exploration anddevelopment of the Copalquin Project and working capital.
All securities to be issued will besubject to a four-month hold period from the date of issuance andsubject to TSX Venture Exchange approval.??The securities offeredhave not been registered under the United States SecuritiesAct of 1933 , as amended,and may not be offered or sold in the United States absentregistration or an applicable exemption from the registrationrequirements.
Due Diligence and IndicativeTimeline:
Under the terms of the non-binding term sheet, theparties have agreed to a period of 20 business days to conduct duediligence investigations.
If the RTO proceeds, the parties intend to execute therelevant transaction documentation (referred to as SchemeImplementation Agreements) for each of the Share Scheme and the OptionScheme by 28 April 2023.
The Scheme will then proceed in accordance with astandard timeline, with dates for the relevant Court hearings andshareholder meetings to be finalised in due course.
Other Information:
It is anticipated that:
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upon completion of the RTO and subjectto TSXV approval, Newrange will change its name to Pinnacle Silver andGold Corp. or such other name as is determined by thecompanies;
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Newrange will apply for a waiver ofsponsorship for the RTO in accordance with the policies of the TSXV;and
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completion of the RTO will beconditional upon arrangements being in place (including obtaining anynecessary approvals from Mithril Resources shareholders and the ASX)so that all of the existing employee options and performance rights ofMithril Resources will either be acquired by Newrange Gold, vest (andhave resulted in the issue of Mithril Resources shares), lapse orotherwise be cancelled and terminated.
Mithril is preparing a NI 43-101compliant technical report on the Copalquin Project for submission tothe TSXV in accordance with its RTO rules.
Further information about the RTO willbe disclosed when available and included in the documentation thatwill be filed by each of the companies, in due course, in accordancewith the policies of the TSXV.
The RTO is not a non-arm’s-lengthtransaction within the meaning of the policies of the TSXV. Tradingin the shares of the Company on the TSXV has been halted and willremain halted pending formal approval of the RTO by the TSXV and theASX (as applicable).
QPStatement
Robert Archer, P.Geo., President &CEO and Director of Newrange Gold, has reviewed and approved thescientific and technical information contained in this news release. Mr. Archer is a Qualified Person within the meaning of CanadianSecurities Administrator’s National Instrument 43-101.
Completion of thetransaction is subject to a number of conditions, including, but notlimited to, Exchange acceptance and if applicable, disinterestedshareholder approval. Where applicable, the transaction cannot closeuntil the required shareholder approval is obtained. There can be noassurance that the transaction will be completed as proposed or atall.
Investors arecautioned that, except as disclosed in the management informationcircular or filing statement to be prepared in connection with thetransaction, any information released or received with respect to thetransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of Newrange should be consideredhighly speculative.
The TSX VentureExchange Inc. has in no way passed upon the merits of the proposedtransaction and has neither approved nor disapproved the contents ofthis press release.
Newrange is currentlyfocused on district-scale exploration for precious metals in theprolific Red Lake District of northwestern Ontario. Thepast-producing high-grade Argosy Gold Mine is open to depth, while theadjacent North Birch Project offers additional blue-sky potential. Further information can be found on our website at www.newrangegold.com .
Signed: “Robert Archer”
President & CEO
Forfurther information contact :
Email: info@newrangegold.com
Tel.: +1 (877) 271-5886 ext. 110
Website: www.newrangegold.com
Neither the TSXVenture Exchange nor the Investment Industry Regulatory Organizationof Canada accepts responsibility for the adequacy or accuracy of thisrelease .
Forward-LookingStatement:
Some of the statements in this newsrelease contain forward-looking information that involves inherentrisk and uncertainty affecting the business of Newrange Gold Corp.Actual results may differ materially from those currently anticipatedin such statements.
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