(TheNewswire)
Vancouver, Canada – TheNewswire - June 28, 2022 – Nexus Gold Corp. (“ Nexus Gold ” or the “ Company ”) (TSXV:NXS ) , ( OTC:NXXGF ) , ( FSE:N6E) announces its intent to spinout (the “ Spinout ”) theCompany’s existing Canadian projects (collectively, the“ CanadianProjects ”), which include the McKenzie GoldProject, located in Red Lake, Ontario, and the 13,000-hectare CycloneGold-Nickel-Copper project, located in the James Bay region, Quebec.
In anticipation of the Spinout, the Company istransferring all of its rights to the Canadian Projects to NexusMetals Corp. (“ NexusMetals ”), a newly-established subsidiary ofthe Company. A total of 45,390,465 shares of Nexus Metals will thenbe distributed on a pro rata basis to shareholders of the Companypursuant to a plan of arrangement conducted in accordance with the Business CorporationsAct (British Columbia). Based on the currentoutstanding share capital of the Company, it is anticipated that thiswill result in current shareholders receiving approximately 1 share ofNexus Metals for every 7 shares of the Company they hold as of therecord date for the Spinout.
The Spinout is intended to allow the Company tosegregate its assets for the purpose of more focused marketing andfinancing opportunities. Following the Spinout, the Company willcontinue to develop its West African projects while pursuingadditional international opportunities, while Nexus Metals will focuson the Canadian Projects and the pursuit of North American-basedopportunities.
“With the emergence of both McKenzie Gold Project inRed Lake, and the Dakouli 2 Gold Concession in Burkina Faso, WestAfrica, as viable, stand alone development projects, the Board feelsthe time is right to give both projects a more singular focus, “said president and CEO, Alex Klenman. “By spinning out theCanadian assets into a new reporting issuer we are able to pursueregionally specific acquisitions and financing opportunities. Bykeeping the Burkina Faso assets in Nexus, we can follow a similarlydedicated path with an international focus. This plan segregates theassets for both finance and marketing objectives, improves bothacquisition and capital opportunities, and creates what we feel is aless restrictive path for project value to emerge. We believe thisis the best course of action to pursue the next phase of developmentwith our projects and we look forward to executing the plan in thecoming months,” continued Mr. Klenman.
The Company is also currently conducting due diligenceon several potential project acquisitions for both companies tocoincide with the proposed spinout transaction.
“We’re currently looking at advanced projects forboth entities,” said CEO, Alex Klenman. “Nexus Metals willexpand its focus to include not only gold, but other high-demandmaterials including lithium, and potentially copper as well. ForNexus Gold, we’re looking at opportunities to acquire preciousmetals projects with established resources or that include enough datasuggesting one isn’t too far off. We have an opportunity here tochange the landscape for Nexus, and the board is fully committed tocreating a situation where value can be realized,” continued Mr.Klenman.
Completion of the Spinout is subject to approval of theTSX Venture Exchange and the Supreme Court of British Columbia, aswell as approval of the shareholders of the Company at a specialmeeting to be held on August 4, 2022 (the “ Meeting ”). Further information regarding the Spinout is available in themanagement information circular mailed to shareholders in connectionwith the Meeting, a copy of which will be available under the profilefor the Company on SEDAR ( www.sedar.com ).
The board of directors has not yet determined a recorddate for the distribution of shares of Nexus Metals upon completion ofthe Spinout, and further details regarding completion of the Spinoutwill be provided in a subsequent news release. Following completionof the Spinout, Nexus Metals will become a reporting issuer inaccordance with applicable Canadian securities laws. While theCompany intends to seek a listing for Nexus Metal on a Canadian stockexchange, completion of any listing will be subject to Nexus Metalsfulfilling the listing requirements.
Debt Settlement
The Company also announces that it has reached anagreement with an arms-length service provider to settle anoutstanding payable (the “ Payable ”) in the amount of $50,000 relatedto the provision of accounting services to the Company. Insettlement of the Payable, the Company has agreed to issue 1,000,000common shares at a deemed price of $0.05. Completion of thesettlement remains subject to the approval of the TSX VentureExchange. The common shares issued in connection with the settlementwill be subject to restrictions on resale for a period offour-months-and-one-day in accordance with applicable securitieslaws.
About the Company
Nexus Gold is a Canadian-based gold exploration anddevelopment company with an extensive portfolio of projects in Canadaand West Africa. The Company’s primary focus is on its 100%-owned,Dakouli 2 Gold Concession in Burkina Faso, West Africa, and theMcKenzie Gold Project, located in Red Lake, Ontario. The Company is focusing on the development of its core assetswhile seeking joint-venture, earn-in, and strategic partnerships forother projects in its portfolio.
For more information, please visit nxs.gold
On behalf of the Board of Directors of
NEXUS GOLD CORP.
Alex Klenman
President & CEO
604-558-1920
info@nexusgoldcorp.com
www.nexusgoldcorp.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. This news release may containforward-looking statements. These statements are based on currentexpectations and assumptions that are subject to risks anduncertainties. Actual results could differ materially because offactors discussed in the management discussion and analysis section ofour interim and most recent annual financial statement or otherreports and filings with the TSX Venture Exchange and applicableCanadian securities regulations. We do not assume any obligation toupdate any forward-looking statements, except as required byapplicable laws.
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