Concurrent C$12.5 Million Bought Deal Equity
Financing
Not for distribution to U.S. newswire services
or dissemination in the United States
Nighthawk Gold Corp. (“Nighthawk”) (TSX: NHK;
OTCQX: MIMZF) and Moneta Gold Inc. (“Moneta”) (TSX:
ME; OTCQX: MEAUF; FSE: MOPA) (together, the “Companies”) are
pleased to announce that they have entered into an arrangement
agreement for an at-market merger (the “Arrangement
Agreement”) whereby Moneta will acquire all of the issued and
outstanding common shares of Nighthawk (the “Nighthawk
Shares”), in exchange for common shares of Moneta (the
“Moneta Shares”) by way of a plan of arrangement (the
“Transaction”, with the resulting entity referred to
“MergeCo”).
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Pursuant to the terms of the Arrangement Agreement, Nighthawk
shareholders will receive 0.42 Moneta Shares (on a pre-Moneta
Consolidation basis) for each Nighthawk Share held (the
“Exchange Ratio”). Existing Nighthawk and Moneta
shareholders will own approximately 34% and 66%,
respectively, of MergeCo on a fully diluted in-the-money basis
(prior to the completion of the Concurrent Financing, which is
further described below).
In connection with the Transaction, Nighthawk has entered into
an agreement with SCP Resource Finance LP, on behalf of a syndicate
of underwriters (collectively, the “Underwriters”), pursuant
to which the Underwriters have agreed to purchase, on a “bought
deal” basis, 36,765,000 subscription receipts of Nighthawk (the
“Subscription Receipts”) at a price of C$0.34 per
Subscription Receipt for aggregate gross proceeds of C$12,500,100
(the “Concurrent Financing”). The net proceeds of the
Concurrent Financing are expected to be used by MergeCo to fund the
exploration and advancement of the Tower Gold Project and Colomac
Gold Project (together, the “Projects”) and for working
capital and general corporate purposes.
Keyvan Salehi, President, CEO and Director of Nighthawk,
and Josef Vejvoda, Interim CEO & Chairman of Moneta,
jointly commented: “We believe that the Transaction presents an
exciting opportunity to create a leading gold development company
by bringing together two cornerstone assets in Canada. The combined
company will benefit from a strong balance sheet, led by a skilled
leadership team, and a high-quality portfolio anchored by two
robust, large-scale assets in established and emerging mining
camps. We believe that MergeCo offers a truly unique value
proposition, and we look forward to working towards unlocking
significant value for shareholders of the MergeCo.”
Transaction Highlights
- Creating a Stronger Canadian Gold Developer – The
combined portfolio consists of two large-scale, cornerstone,
Canadian gold projects with robust project economics. MergeCo will
be underpinned by a considerable mineral resource of 7.8 million
gold ounces in the Indicated category and 10.0 million gold ounces
in the Inferred category1.
- Tower Gold Project Preliminary Economic Assessment2 (“Tower
PEA”) outlined economics of C$1.1 billion after-tax net
present value at 5% discount rate (“NPV5%”) and 32%
after-tax internal rate of return (“IRR”) (based on a
US$1,600/oz gold price assumption), with an average potential
production profile of 261,000 ounces per year over the first 11
operating years.
- Colomac Gold Project Preliminary Economic Assessment3
(“Colomac PEA”) outlined economics of C$1.2 billion
NPV5% and 35% IRR (based on a US$1,600/oz gold price
assumption) with an average potential production profile of 290,000
ounces per year over its 11.2-year life of mine.
- Pipeline Optionality & Opportunities with Near Term
Catalysts – The Transaction eliminates single asset risk for
both companies and enables a differentiated strategy to focus on
improved economics and efficient capital deployment with
achievable, value-creation milestones from the advancement of the
Projects.
- Tower Gold Project: Opportunity to focus on
higher-grade, open-pit mineralization to potentially deliver a more
robust mine plan. Potential to utilize excess mill capacity in
proximity to the Tower Gold Project and accelerate towards
near-term cash flow.
- Colomac Gold Project: Opportunity to fast-track a
medium-scale project towards a Feasibility Study that can be
potentially phased into a larger project in the future.
- Synergies – Potential to unlock both G&A and
operational efficiencies with seasonal workflow sequencing,
staggered and phased development of the Projects. The management
team plans on leveraging cross-project experiences to collaborate
on studies advancement, permitting and project de-risking.
- Robust Financial Position – Concurrent Financing and
existing cash balances provide significant funding to advance key
milestones at both Projects.
- Seasoned Team Ready to Execute – Considerable expertise
in engineering, geology, finance, capital markets and ESG.
- Immense Exploration Potential – Significant combined
land package of more than 1,000 km2 of regional greenfield
greenstone exploration opportunities.
- Greater Value Creation Potential for Shareholders – A
thoughtful and sequenced development strategy has the potential to
result in greater valuation creation for Nighthawk and Moneta
shareholders that would not be available on a standalone
basis.
Each of the Tower PEA and Colomac PEA are preliminary in nature
and include inferred mineral resources that are considered too
speculative geologically to have the economic considerations
applied to them that would enable them to be categorized as mineral
reserves, and there is no certainty that the either PEA will be
realized. Mineral resources that are not mineral reserves do not
have demonstrated economic viability.
MergeCo Leadership
The Board of Directors of MergeCo will consist of seven (7)
directors, comprised of four (4) nominees from Moneta and three (3)
nominees from Nighthawk. The key senior management team and
directors will include:
- Josef Vejvoda – Non-executive Chairman of the Board
- Keyvan Salehi – President, CEO and Director
Board of Directors’
Recommendations
The Arrangement Agreement has been unanimously approved by the
Board of Directors of each of the Companies after consultation with
their respective financial and legal advisors. Both Boards of
Directors recommend that their respective shareholders vote in
favour of the Transaction.
The Board of Directors of Moneta has received separate opinions
from Maxit Capital LP and Evans & Evans, Inc. to the effect
that, based upon and subject to the assumptions, limitations, and
qualifications stated in each such opinions, the consideration to
be paid by Moneta pursuant to the Transaction is fair, from a
financial point of view, to Moneta.
The Board of Directors of Nighthawk has received an opinion from
Laurentian Bank Securities Inc. to the effect that, based upon and
subject to the assumptions, limitations, and qualifications stated
in such opinion, the consideration to be received by Nighthawk
shareholders pursuant to the Transaction is fair, from a financial
point of view, to Nighthawk shareholders.
Transaction Summary
The Transaction will be completed pursuant to a plan of
arrangement under the Business Corporations Act (Ontario). The
Transaction will require approval by 66⅔% of the votes cast by
Nighthawk shareholders. The issuance of shares by Moneta pursuant
to the Transaction is also subject to approval by the majority of
votes cast by Moneta shareholders. In addition to shareholder and
court approvals, the Transaction is subject to applicable
regulatory approvals including TSX approval, the completion of the
Concurrent Financing and the satisfaction of certain other closing
conditions customary in transactions of this nature.
Senior Officers and Directors of Nighthawk, along with
Northfield Capital Corp., which hold approximately 14.8% of the
outstanding Nighthawk Shares, have entered into voting support
agreements pursuant to which they have agreed, among other things,
to vote their Nighthawk Shares in favour of the Transaction. Senior
Officers and Directors of Moneta, along with O3 Mining Inc. and K2
Principal Fund L.P., which hold approximately 29.4% of the
outstanding Moneta Shares, have entered into voting support
agreements pursuant to which they have agreed, among other things,
to vote their Moneta Shares in favour of the Transaction.
The Arrangement Agreement includes customary provisions
including reciprocal non-solicitation provisions, a reciprocal
C$4.5 million termination fee and an expense reimbursement payable
under certain circumstances.
Full details of the Transaction will be contained in the joint
management information circular of Nighthawk and Moneta and are
expected to be mailed to each company’s respective shareholders in
due course. It is anticipated that both shareholder meetings and
closing of the Transaction will take place in the first quarter of
2024.
Proposed Name Change & Consolidation
Subject to receipt of requisite approvals including Moneta
shareholder approval of 66⅔% of the votes cast by Moneta
shareholders, MergeCo intends to change its name to a name to be
determined by the parties to reflect the new strategic direction of
the company (the “Name Change”).
MergeCo also intends to consolidate the Moneta Shares on the
basis of one (1) post-consolidation Moneta Share for every two (2)
pre-consolidation Moneta Shares (the “Consolidation”) and
the Exchange Ratio will be adjusted accordingly.
It is expected that the Name Change and Consolidation will take
effect at the time of the completion of the Transaction. Closing of
the Transaction is not contingent on the Name Change or
Consolidation.
Concurrent Financing
Nighthawk has entered into an agreement with the Underwriters as
part of the Concurrent Financing for gross proceeds to MergeCo of
C$12.5 million. Nighthawk has also granted the Underwriters an
option, exercisable, in whole or in part, for a period of up to two
(2) business days prior to closing of the Concurrent Financing, to
sell up to an additional 15% of the Subscription Receipts sold (the
“Over-Allotment Option”).
Each Subscription Receipt shall represent the right of a holder
to receive, upon satisfaction or waiver of certain release
conditions (including the satisfaction of all conditions precedent
to the completion of the Transaction other than the issuance of the
consideration shares to shareholders of Nighthawk) (the “Escrow
Release Conditions”), without payment of additional
consideration, one Nighthawk Share and one half of one (1/2)
Nighthawk common share purchase warrant (each whole warrant, a
“Warrant”), subject to adjustments and in accordance with
the terms and conditions of a subscription receipt agreement to be
entered into upon closing of the Concurrent Offering (the
“Subscription Receipt Agreement”). Each Warrant will be
exercisable by the holder thereof for one common share of Nighthawk
(each, a “Warrant Share”) at an exercise price of $0.46 per
Warrant Share for a period of 3 years following the date of
issuance, subject to adjustments in certain events. The Nighthawk
Shares and Warrants issued under the Concurrent Financing will be
exchanged for common shares and warrants of MergeCo in connection
with the Transaction.
The net proceeds from the sale of the Subscription Receipts, net
of 50% of the Underwriters’ cash commission and all of the
Underwriters’ expenses, will be deposited and held in escrow
pending the satisfaction or waiver of the Escrow Release Conditions
by an escrow agent acceptable to Nighthawk, as subscription receipt
and escrow agent under the Subscription Receipt Agreement (the
“Subscription Receipt Agent”). Upon closing of the
Concurrent Financing, Nighthawk will pay 50% of the Underwriters’
cash commission and all of the expenses of the Underwriters
incurred in connection with the Concurrent Financing.
The Escrow Release Conditions are as follows:
- the Arrangement Agreement shall have been entered into by
Nighthawk and Moneta;
- written confirmation from Nighthawk and Moneta of the
completion or irrevocable waiver or satisfaction of all conditions
precedent to the Transaction (except such conditions that can only
be satisfied at the effective time);
- the receipt of all required regulatory, and shareholder
approvals, as applicable, for the Transaction and the Concurrent
Financing, including, without limitation, the common shares of
MergeCo being approved for listing on the Toronto Stock Exchange,
including the listing of the common shares and warrant shares
issuable by MergeCo in connection with the Concurrent Financing;
and
- Nighthawk, Moneta and the lead Underwriter (on its own behalf
and on behalf of the Underwriters) having delivered a joint notice
to the Subscription Receipt Agent confirming that the conditions
set forth in (a) to (d) above have been satisfied or waived (to the
extent such waiver is permitted).
In the event that: the Escrow Release Conditions are not
satisfied on or before the date which is 75 days following the
closing of the Concurrent Financing (the “Escrow Release
Deadline”), or if prior to such time, Nighthawk advises the
lead Underwriter or announces to the public that it does not intend
to or will be unable to satisfy the Escrow Release Conditions or
that the Transaction has been terminated or abandoned, the net
escrowed proceeds under the Concurrent Financing (plus any interest
accrued thereon) will be returned to the holders of the
Subscription Receipts on a pro rata basis and the Subscription
Receipts will be cancelled without any further action on the part
of the holders. To the extent that the escrowed proceeds are not
sufficient to refund the aggregate issue price paid to the holders
of the Subscription Receipts, Nighthawk will be responsible and
liable to contribute such amounts as are necessary to satisfy any
shortfall.
The Concurrent Financing is expected to close on or about
December 19, 2023 and is subject to TSX and other necessary
regulatory approvals.
The Subscription Receipts will be offered by way of: (a) private
placement in each of the provinces of Canada pursuant to applicable
prospectus exemptions under applicable Canadian securities laws;
(b) in the United States or to, or for the account or benefit of
U.S. persons, by way of private placement pursuant to the
exemptions from registration provided for under Rule 506(b) and/or
Section 4(a)(2) of the U.S. Securities Act; and (c) in
jurisdictions outside of Canada and the United States as are agreed
to by Nighthawk and the Underwriters on a private placement or
equivalent basis.
The securities being offered pursuant to the Concurrent
Financing have not been, nor will they be, registered under the
U.S. Securities Act and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. “United States” and “U.S.
person” are as defined in Regulation S under the U.S. Securities
Act.
Advisors and Counsel
SCP Resource Finance LP and Laurentian Bank Securities Inc. are
acting as financial advisors to Nighthawk. Cassels Brock &
Blackwell LLP is acting as Nighthawk’s legal counsel.
Maxit Capital LP and Evans & Evans, Inc. are acting as
financial advisors to Moneta. McCarthy Tetrault LLP is acting as
Moneta’s legal counsel.
Technical Disclosure and Qualified
Persons
John McBride, MSc., P.Geo., Vice President of Exploration for
Nighthawk, who is the Qualified Person as defined by NI 43-101, has
reviewed and approved of the technical disclosure contained in this
news release related to the Colomac Gold Project.
Jason Dankowski (APEGM #35155), Vice President Technical
Services for Moneta, who is a Qualified Person as defined by NI
43-101, has reviewed and approved the technical contents of this
press release related to the Tower Gold Project.
About Nighthawk Gold
Corp.
Nighthawk is a Canadian-based gold exploration and development
company with control of 947 km2 of District Scale Property located
north of Yellowknife, Northwest Territories, Canada. The Company’s
flagship asset is the large-scale, Colomac Gold Project. The
Colomac PEA3 demonstrated the Project’s potential for
290,000oz/year operation over 11.2-year conceptual mine life that
could generate a C$1.2 billion NPV5% and 35% IRR (after taxes)
based on a US$1,600/oz gold price assumption. Nighthawk’s
experienced management team, with a track record of successfully
advancing projects and operating mines, is working towards rapidly
advancing its assets towards a development decision.
About Moneta Gold Inc.
Moneta is a Canadian-based gold exploration company whose
primary focus is on advancing its 100% wholly owned Tower Gold
Project, located in the Timmins region of Northeastern Ontario,
Canada’s most prolific gold producing camp. The Tower PEA2 study
outlined a combined open pit and underground mining and a 7.0
million tonne per annum conventional leach operation over a 24-year
mine life, with 4.6 Moz of recovered gold, generating an after-tax
NPV5% of $1,066M, after-tax IRR of 31.7%, and a 2.6-year payback at
a gold price US$1,600/oz. Tower Gold hosts an estimated gold
mineral resource of 4.5 Moz Indicated1 and 8.3 Moz Inferred1.
Moneta is committed to creating shareholder value through the
strategic allocation of capital and a focus on the current resource
upgrade drilling program, while conducting all business activities
in an environmentally and socially responsible manner.
Forward-Looking Information
This news release contains “forward-looking information” within
the meaning of applicable Canadian securities legislation.
Forward-looking information includes, but is not limited to,
information with respect to the Transaction and its completion,
including the Concurrent Financing, the potential optionality and
synergies as a result of the Transaction, the respective Mineral
Resource Estimates for the Tower Gold Project and Colomac Gold
Project, the Tower PEA and Colomac PEA and the potential
extractability of the open-pit and underground mineralization, the
potential expansion of Mineral Resource Estimates of the Projects,
the potential for the economics of the Projects to be realized and
to improve, the potential for higher-grade assay results for the
Projects, the potential for the Projects to be developed, the
large-scales and robust natures of the Colomac PEA and Tower PEA,
the advancement of the Colomac PEA and Tower PEA towards a
higher-level economic study, the continued exploration and drilling
initiatives and having the necessary funding required to complete
these initiatives, the prospectivity of exploration targets, and
the advancement of the Projects towards a development decision.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as “accelerate”, “add” or
“additional”, “advancing”, “anticipates” or “does not anticipate”,
“appears”, “believes”, “can be”, “conceptual”, “confidence”,
“continue”, “convert” or “conversion”, “deliver”, “demonstrating”,
“estimates”, “encouraging”, “expand” or “expanding” or “expansion”,
“expect” or “expectations”, “fast-track”, “forecasts”, “forward”,
“goal”, “improves”, “increase”, “intends”, “justification”,
“plans”, “potential” or “potentially”, “pro-forma”, “promise”,
“prospective”, “prioritize”, “reflects”, “re-rating”, “scheduled”,
“stronger”, “suggesting”, “support”, “updating”, “upside”, “will
be” or “will consider”, “work towards”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might”, or “will be taken”, “occur”, or “be
achieved”.
Forward-looking information is based on the opinions and
estimates of management at the date the information is made, and is
based on a number of assumptions and is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Nighthawk and Moneta to be materially different from those
expressed or implied by such forward-looking information, including
risks associated with required regulatory approvals, the
exploration, development and mining such as economic factors as
they effect exploration, future commodity prices, changes in
foreign exchange and interest rates, actual results of current
exploration activities, government regulation, political or
economic developments, the ongoing wars and their effect on supply
chains, environmental risks, COVID-19 and other pandemic risks,
permitting timelines, capex, operating or technical difficulties in
connection with development activities, employee relations, the
speculative nature of gold exploration and development, including
the risks of diminishing quantities of grades of reserves, contests
over title to properties, and changes in project parameters as
plans continue to be refined as well as those risk factors
discussed in Nighthawk’s and Moneta’s annual information form for
the year ended December 31, 2022, available on www.sedarplus.ca.
Although Nighthawk and Moneta have attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information.
Accordingly, readers should not place undue reliance on
forward-looking information. Nighthawk and Moneta do not undertake
to update any forward-looking information, except in accordance
with applicable securities laws.
Cautionary Statement regarding Mineral Resource
Estimates
Until mineral deposits are actually mined and processed, Mineral
Resources must be considered as estimates only. Mineral Resource
estimates that are not Mineral Reserves and have not demonstrated
economic viability. The estimation of Mineral Resources is
inherently uncertain, involves subjective judgement about many
relevant factors and may be materially affected by, among other
things, environmental, permitting, legal, title, taxation,
socio-political, marketing, or other relevant risks, uncertainties,
contingencies and other factors described in the Company’s public
disclosure available on SEDAR+ (www.sedarplus.ca). The quantity and
grade of reported “Inferred” Mineral Resource estimates are
uncertain in nature and there has been insufficient exploration to
define “Inferred” Mineral Resource estimates as an “Indicated” or
“Measured” Mineral Resource and it is uncertain if further
exploration will result in upgrading “Inferred” Mineral Resource
estimates to an “Indicated” or “Measured” Mineral Resource
category. The accuracy of any Mineral Resource estimates is a
function of the quantity and quality of available data, and of the
assumptions made and judgments used in engineering and geological
interpretation, which may prove to be unreliable and depend, to a
certain extent, upon the analysis of drilling results and
statistical inferences that may ultimately prove to be inaccurate.
Mineral Resource estimates may have to be re-estimated based on,
among other things: (i) fluctuations in mineral prices; (ii)
results of drilling, and development; (iii) results of future test
mining and other testing; (iv) metallurgical testing and other
studies; (v) results of geological and structural modeling
including block model design; (vi) proposed mining operations,
including dilution; (vii) the evaluation of future mine plans
subsequent to the date of any estimates; and (viii) the possible
failure to receive required permits, licenses and other approvals.
It cannot be assumed that all or any part of a “Inferred” or
“Indicated” Mineral Resource estimate will ever be upgraded to a
higher category. The Mineral Resource estimates disclosed in this
news release were reported using Canadian Institute of Mining,
Metallurgy and Petroleum Definition Standards for Mineral Resources
and Mineral Reserves (the “CIM Standards”) in accordance
with National Instrument 43-101 Standards of Disclosure for Mineral
Projects of the Canadian Securities Administrators (“NI
43-101”).
Cautionary Statement regarding the Tower PEA and Colomac
PEA
The reader is advised that the Tower PEA and Colomac PEA
referenced in this press release are only conceptual studies of the
potential viability of the Projects’ mineral resource estimates,
and the economic and technical viability of the Projects and their
respective estimated mineral resources have not been demonstrated.
The Tower PEA and Colomac PEA are preliminary in nature and
provides only an initial, high-level review of the Projects’
potential and design options; there is no certainty that the Tower
PEA and Colomac PEA will be realized. The Tower PEA and Colomac PEA
conceptual mine plans and economic models include numerous
assumptions and mineral resource estimates including Inferred
mineral resource estimates. Inferred mineral resource estimates are
too speculative geologically to have any economic considerations
applied to such estimates. There is no guarantee that Inferred
mineral resource estimates will be converted to Indicated or
Measured mineral resources, or that Indicated or Measured resources
can be converted to mineral reserves. Mineral resources that are
not mineral reserves do not have demonstrated economic viability,
and as such there is no guarantee the Projects economics described
herein will be achieved. Mineral resource estimates may be
materially affected by environmental, permitting, legal, title,
taxation, socio-political, marketing, or other relevant risks,
uncertainties, and other factors, as more particularly described in
the Cautionary Statements at the end of this news release.
Cautionary Statement to U.S. Readers
This news release uses the terms “Mineral Resource”, “Indicated
Mineral Resource” and “Inferred Mineral Resource” as defined in the
CIM Standards in accordance with NI 43-101. While these terms are
recognized and required by the Canadian Securities Administrators
in accordance with Canadian securities laws, they may not be
recognized by the United States Securities and Exchange
Commission.
The Mineral Resource estimates and related information in this
news release may not be comparable to similar information made
public by U.S. companies subject to the reporting and disclosure
requirements under the United States federal securities laws and
the rules and regulations thereunder.
1 Combines the respective Projects estimated Indicated mineral
resource ounces (from 221 million tonnes grading 1.10 g/t Au) and
the respective Projects estimated Inferred mineral resource gold
ounces (from 260 million tonnes grading 1.19 g/t Au). For more
information on the Tower Gold Mineral Resource Estimate effective
September 7, 2022, please refer to the NI 43-101 technical report
titled “NI 43-101 Report & Preliminary Economic Assessment of
the Tower Gold Project Northeastern Ontario, Canada” dated November
29, 2022. For more information on the Colomac Gold Project Mineral
Resource Estimate effective February 9, 2023, please refer to the
NI 43-101 technical report titled “NI 43-101 Technical Report and
Update of the Mineral Resource Estimate for the Indin Lake Gold
Property, Northwest Territories, Canada” dated March 16, 2023. Both
technical reports are available on SEDAR+ www.sedarplus.ca. 2 For
more information on the Tower PEA effective September 7, 2022,
please refer to the NI 43-101 technical report titled “NI 43-101
Report & Preliminary Economic Assessment of the Tower Gold
Project Northeastern Ontario, Canada” dated November 29, 2022 which
is available on SEDAR+ www.sedarplus.ca the Moneta’s website
(www.monetagold.com). 3 For more information on the Colomac PEA
effective August 26, 2023, please refer to the NI 43-101 technical
report titled “Colomac Gold Project NI 43-101 Technical Report and
Preliminary Economic Assessment, Northwest Territories, Canada”
dated June 9, 2023 which is available on SEDAR+ www.sedarplus.ca
the Nighthawk’s website (www.nighthawkgold.com).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231127415202/en/
FOR FURTHER INFORMATION PLEASE CONTACT:
MONETA GOLD INC. Tel: +1 (416) 471-5463; Email:
info@monetagold.com Website: www.monetagold.com
NIGHTHAWK GOLD CORP. Tel: +1 (416) 863-2105; Email:
info@nighthawkgold.com Website: www.nighthawkgold.com
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