28 November 2023
TORONTO, Ontario, November 28, 2023 – 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”).
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.”