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STLLR Gold Inc. (formerly Moneta Gold Inc.) (TSX:
ME)(OTCQX: MEAUF)(FSE: MOPA) (“STLLR”) and Nighthawk Gold
Corp. (“Nighthawk”) (TSX: NHK) are pleased to announce
the completion of their previously announced at-market merger (the
“Transaction”) by way of a court-approved plan of
arrangement (the “Arrangement”). In connection with the
Transaction, Moneta Gold Inc. (“Moneta”) changed its name to
“STLLR Gold Inc.” and effected a 2-for-1 consolidation of its
common shares.
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Keyvan Salehi, P.Eng., MBA, President, CEO, and Director of
STLLR stated: “Today marks a historic moment as we complete the
merger between two promising companies, creating a stronger,
leading Canadian gold developer. The STLLR Gold era begins with two
large-scale, cornerstone gold projects, a strong balance sheet, and
an opportunity to create immense value for our combined shareholder
base. We remain steadfast in our commitment to sustainable,
collaborative and innovative practices, which we believe can enrich
the communities where we operate. I extend my heartfelt thanks to
everyone involved in realizing this vision, especially our
dedicated teams and supportive stakeholders. With this merger,
STLLR Gold is poised for robust growth, ready to redefine the
standards of excellence in the gold mining industry.”
Under the terms of the Arrangement, STLLR acquired all of the
issued outstanding common shares of Nighthawk (each, a
“Nighthawk Share”). Former holders of Nighthawk Shares
(“Nighthawk Shareholders”) received 0.21 of a common share
of STLLR (each whole share, an “STLLR Share”) for each
Nighthawk Share held (the “Exchange Ratio”). In aggregate,
39,567,651 STLLR Shares were issued today to former Nighthawk
Shareholders (including former holders who received Nighthawk
Shares on conversion of their Subscription Receipts (as defined
below)) as consideration for their Nighthawk Shares.
As a result of the Arrangement, Nighthawk has become a
wholly-owned subsidiary of STLLR and the Nighthawk Shares are
anticipated to be delisted from the Toronto Stock Exchange (the
“TSX”) at market close on or about February 8, 2024. In
connection with the delisting, Nighthawk intends to apply to cease
to be a reporting issuer under applicable Canadian securities
laws.
Executive Leadership and Board of Directors
STLLR will be led by Keyvan Salehi, as President, CEO and
Director. The rest of the STLLR management team is comprised of
Salvatore Curcio, CA, CPA as CFO, John McBride, MSc., P.Geo, as VP
Exploration, Dennis Wilson as VP Sustainability, and Allan
Candelario, CFA as VP Investor Relations & Corporate
Development.
The STLLR Board will be led by Josef Vejvoda, CIM, ICD.D as
Non-Executive Chair and includes Keyvan Salehi, Morris Prychidny,
CPA, CA, Blair Zaritsky, CPA, CA, Edie Hofmeister, MA, JD, Rodney
A. Cooper, P.Eng, MBA, Acc. Dir., and Krista Muhr.
Jose Vizquerra, MSc., the President, CEO and Director of O3
Mining, remains as the Special Advisor to the STLLR Board. Mr.
Vizquerra is a seasoned mining executive with extensive experience
in project development, business development, exploration and
capital markets. He currently serves as a Director of Osisko Mining
Inc. (“Osisko”) and Silver Mountain Resources Inc., and as
an advisor to the boards of Discovery Metals Corp. and Palamina
Corp. Mr. Vizquerra was preciously the EVP of Strategic Development
for Osisko, President & CEO of Oban Mining Corp. (before the
amalgamation to form Osisko), Head of Business Development for
Compania de Minas Buenaventura, and was a production and
exploration geologist at the Red Lake Gold Mines.
Subscription Receipt Financing
In connection with closing of the Transaction, the escrow
release conditions in respect of an aggregate of 38,235,294
subscription receipts (the “Subscription Receipts”) of
Nighthawk issued on December 19, 2023 at a price of C$0.34 per
Subscription Receipt (the “Subscription Receipt Financing”)
were satisfied and the gross proceeds in the amount of
approximately C$13.0 million were released to Nighthawk. The net
proceeds are expected to be used to partially fund the
environmental baseline work at both the Tower Gold and Colomac Gold
Projects, and for general working capital and administration
purposes. Each Subscription Receipt automatically converted into
one Nighthawk Share and one-half of one common share purchase
warrant of Nighthawk (the “Subscription Receipt Warrants”)
for no additional consideration. The STLLR Shares and common share
purchase warrants of STLLR issued today in exchange of the
Nighthawk Shares and Subscription Receipt Warrants upon conversion
of the Subscription Receipts are not subject to any statutory hold
provisions.
Information for Nighthawk Shareholders
In order to receive STLLR Shares in exchange for Nighthawk
Shares, registered shareholders of Nighthawk must complete, sign,
date and return the letter of transmittal that was mailed to each
Nighthawk Shareholder prior to closing. The letter of transmittal
is also available under Nighthawk’s profile on SEDAR+ at
www.sedarplus.ca. For those Nighthawk Shareholders whose Nighthawk
Shares are registered in the name of a broker, investment dealer,
bank, trust company, trust or other intermediary or nominee, they
should contact such nominee for assistance in depositing their
Nighthawk Shares and should follow the instructions of such
intermediary or nominee.
Convertible Securities
Pursuant to the Arrangement, each Nighthawk option (a
“Nighthawk Option”) has been transferred to STLLR, with the
holder thereof receiving as consideration an option to purchase
from STLLR (each, a “STLLR Option”) such number of STLLR
Shares equal to the Exchange Ratio multiplied by the number of
Nighthawk Shares subject to the Nighthawk Option, at an exercise
price per STLLR Share equal to the current Nighthawk Option
exercise price divided by the Exchange Ratio. The STLLR Options are
exercisable until the original expiry date of the respective
Nighthawk Option for which they were replaced, provided that STLLR
Options held by directors, officers or employees of Nighthawk who
did not continue with positions at STLLR following the completion
of the Arrangement, will remain outstanding for a period
terminating on the earlier of (i) three years following the
Effective Date; and (ii) the original expiry date of such Nighthawk
Options.
Nighthawk broker warrant (“Broker Warrants”) were also
adjusted in accordance with the adjustment provisions in the
relevant broker warrant certificate such that, following the
completion of the Arrangement, each holder of Broker Warrants will
receive, upon exercise thereof, that number of STLLR Shares
determined in accordance with the Exchange Ratio and the
anti-dilution provisions of such Broker Warrants, in lieu of each
Nighthawk Share to which it was otherwise entitled to receive upon
exercise, provided that if the foregoing would result in the
issuance of a fraction of a STLLR Share on any particular exercise,
then the number of STLLR Shares otherwise issuable will be rounded
down to the nearest whole number of STLLR Shares.
Prior to the completion of the Transaction, Nighthawk had
outstanding a class of Nighthawk warrants listed on the TSX under
the trading symbol “NHK.WT” (the “Listed Nighthawk
Warrants”). STLLR has assumed the obligations in respect of the
Listed Nighthawk Warrants and each is now exercisable to acquire
0.21 of a STLLR Share. STLLR has entered into a supplemental
warrant indenture, a copy of which will be made available on
STLLR’s SEDAR+ profile at www.sedarplus.ca. The Listed Nighthawk
Warrants were delisted from the TSX and will be relisted for
trading on STLLR’s trading profile, under the trading symbol
“STLR.WT”, and will remain listed on the TSX until the earliest to
occur of their exercise, expiry or delisting.
Further information about the Transaction is set forth in the
materials prepared by Nighthawk and STLLR in respect of the special
meetings of the shareholders of Nighthawk and STLLR which were
mailed to Nighthawk and STLLR shareholders and filed under the
respective Nighthawk and STLLR profile on SEDAR+ at
www.sedarplus.ca.
Ticker Symbol Change
It is anticipated that STLLR will commence trading on or about
the TSX on February 8, 2024 under the ticker symbol “STLR” with the
CUSIP and ISIN numbers 86101P101 and CA86101P1018,
respectively. The CUSIP and ISN numbers for the Subscription
Receipt Warrants are 86101P119 and CA86101P1190. The CUSIP and ISN
numbers for the Listed Nighthawk Warrants are 86101P127 and
CA86101P1273. On the OTCQX, STLLR is proposing a ticker symbol
change to “STLRF”.
None of the securities issued pursuant to the Transaction or the
Subscription Receipt Financing have been or will be registered
under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or any securities laws of any state
of the United States, and any securities issued pursuant to the
Transaction or the Subscription Receipt Financing have been or will
be issued in reliance upon available exemptions from such
registration requirements. This news release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
Early Warning Disclosure
Prior to the completion of the Transaction, STLLR held nil
Nighthawk Shares. Following the completion of the Transaction,
STLLR holds all of the issued and outstanding Nighthawk Shares. An
early warning report will be filed by STLLR under Nighthawk’s
SEDAR+ profile at www.sedarplus.ca in accordance with applicable
securities laws. To obtain a copy of the early warning report,
please contact the Corporate Secretary on behalf of STLLR, DSA
Corporate Services Inc., at ops@dsacorp.ca or +1 (416)
848-7727.
Advisors and Counsel
SCP Resource Finance LP and Laurentian Bank Securities Inc.
acted as financial advisors to Nighthawk. Cassels Brock &
Blackwell LLP acted as Nighthawk’s legal counsel.
Maxit Capital LP and Evans & Evans, Inc. acted as financial
advisors to Moneta. McCarthy Tetrault LLP acted as Moneta’s legal
counsel.
About STLLR Gold
STLLR Gold Inc. (TSX: STLR; OTCQX: STLRF; FSE: MOPA) has
ambitions to become the leading Canadian gold development company.
STLLR actively advancing two cornerstone, robust, gold projects in
Canada: Tower Gold Project in the Timmins Mining Camp in Ontario
and the Colomac Gold Project located north of Yellowknife,
Northwest Territories. These two projects demonstrate long-life
potential and are surrounded by exploration land with immense
upside. STLLR’s experienced management team, with a track record of
successfully advancing projects and operating mines, is working
towards rapidly advancing these projects.
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 potential benefits to be derived
from the Transaction, including, but not limited to, the goals,
synergies, strategies, opportunities, profile, mineral resources
and potential production, project timelines, prospective
shareholding, integration and comparables to other transactions,
the future financial or operating performance of STLLR and STLLR’s
mineral properties and project portfolios, STLLR’s intended use of
the net proceeds from the sale of Subscription Receipts, the
advancement of the Tower Gold and Colomac Gold Projects,
re-defining junior gold mining, becoming the leading Canadian gold
development company, long-life potential of the Tower and Colomac
Gold Projects and exploration upside of the land packages.
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”,
“leading”, “plans”, “potential” or “potentially”, “pro-forma”,
“promise”, “prospective”, “prioritize”, “reflects”, “re-rating”,
“robust”, “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
STLLR 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 the joint management information
circular of Nighthawk and Moneta dated December 20, 2023, available
on www.sedarplus.ca. Although STLLR has 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. STLLR does not undertake
to update any forward-looking information, except in accordance
with applicable securities laws.
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FOR FURTHER INFORMATION PLEASE CONTACT: STLLR Gold Inc. –
Investor Relations Tel: +1 (416) 863-2105; Email:
info@nighthawkgold.com Website: www.STLLRgold.com
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