Moneta Gold and Nighthawk Gold Announce Overwhelming Approval for the Arrangement Agreement to form STLLR Gold Inc.
Not for distribution to U.S. newswire services or dissemination in the United States
TORONTO--(BUSINESS WIRE)--January 29, 2024--
Nighthawk Gold Corp. ("Nighthawk") (TSX: NHK) and Moneta Gold Inc. (TSX: ME)(OTCQX: MEAUF)(FSE: MOPA) ("Moneta") are pleased to announce that all applicable resolutions in connection with the proposed plan of arrangement involving Nighthawk and Moneta (the "Arrangement") pursuant to which Moneta will acquire all of the issued and outstanding common shares of Nighthawk (the "Nighthawk Shares") were approved at the special meeting of shareholders of Moneta (the "Moneta Meeting") and the special meeting of shareholders of Nighthawk (the "Nighthawk Meeting"), each held today.
At the Moneta Meeting:
-- the ordinary resolution authorizing Moneta to issue common shares of
Moneta (the "Moneta Shares") to holders of Nighthawk Shares on the basis
of 0.21 of a Moneta Share (following the completion of the Consolidation
(as defined below)) for each outstanding Nighthawk Share in connection
with the Arrangement was approved by 94.9% of the votes cast by
shareholders of Moneta;
-- the special resolution approving the change of name of Moneta to "STLLR
Gold Inc." was approved by 94.2% of the votes cast by shareholders of
Moneta; and
-- the special resolution approving the consolidation of issued and
outstanding Moneta Shares on the basis of one post-Consolidation Moneta
Share for every two pre-Consolidation Moneta Shares (the "Consolidation")
was approved by 94.1% of the votes cast by shareholders of Moneta.
At the Nighthawk Meeting:
-- the special resolution approving a plan of arrangement under Section
182 of the Business Corporations Act (Ontario) to effect the Arrangement
was approved by 99.8% of the votes cast by shareholders of Nighthawk;
and
-- the ordinary resolution authorizing Nighthawk to issue Nighthawk Shares
to holders of subscription receipts of Nighthawk upon their conversion
into units of Nighthawk pursuant to the offering of subscription receipts
of Nighthawk, which closed December 19, 2023 was approved by 99.8% of the
votes cast by shareholders of Nighthawk.
Transaction Update
Assuming all remaining conditions set out in the arrangement agreement between Nighthawk and Moneta dated November 28, 2023 are either satisfied or waived, including receipt of the final approval of the Ontario Superior Court of Justice (Commercial List), Moneta and Nighthawk expect that the closing date of the Arrangement (the "Effective Date") will occur on or about February 6, 2024. For complete details of the Arrangement, interested persons are directed to the Joint Management Information Circular of Nighthawk and Moneta dated December 20, 2023 filed on each company's respective profile at SEDAR+ (www.sedarplus.ca).
About Moneta
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.
About Nighthawk
Nighthawk is a Canadian-based gold exploration and development company with 100% ownership of the Colomac Gold Project and more than 947 km(2) District Scale Property within 200 km north of Yellowknife, Northwest Territories, Canada. 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.
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 Arrangement, the expected timing of the Effective Date and its likelihood of completion. 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 respective annual information forms 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240129053704/en/
CONTACT: 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
(END) Dow Jones Newswires
January 29, 2024 12:30 ET (17:30 GMT)
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