On December 13, 2024, NexGold Mining Corp. completed its acquisition of all of the issued and outstanding common shares of Signal Gold Inc. pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”).
Pursuant to the Arrangement, former Signal Gold shareholders received 0.1244 of a NexGold common share in exchange for each Signal Gold share held. The Arrangement combines the two companies to create a top near-term gold developer advancing NexGold’s Goliath Gold Complex Project in Northern Ontario and Signal Gold’s Goldboro Gold Project in Nova Scotia.
Concurrently, NexGold and Signal Gold completed the restructuring of the two entities’ respective debt facilities (the “Debt Restructuring”), reducing the debt profile of the combined entity going forward. NexGold has entered into a new US$12 million facility with Nebari, which has a 30-month term with an interest rate of 11.4% payable monthly in arrears and secured against both the Goliath and Goldboro Projects. Under the facility, existing Signal Gold warrants associated with the prior Nebari facility were cancelled, and 3,160,602 new NexGold warrants were issued to Nebari with an exercise price of $1.00 per NexGold share with a term of 30 months. In addition, Nebari has paid NexGold US$6 million for a 0.6% net smelter return royalty on the Goldboro Project, which includes a 100% buy-back right for the first 30 months at NexGold’s option.
Cassels acted for Signal Gold in connection with the Arrangement.
Cassels acted for NexGold in connection with the Debt Restructuring.