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Silver Mountain Mines Executes Definitive Agreement with Nevgold To Create A


CALGARY, Alberta, Feb. 23, 2021 (GLOBE NEWSWIRE) — Silver Mountain Mines Inc. (TSXV: “SMM”) (“Silver Mountain” or the “Company”) announces that further to its news release dated January 19, 2021 in connection with signing a Letter of Intent (the “LOI”), it has executed a binding Definitive Agreement (the “Agreement”) dated February 17, 2021 with Nevgold Corp. (“Nevgold”) with respect to a proposed transaction (the “Proposed Transaction”) whereby Silver Mountain will acquire all of the issued and outstanding common shares in the capital of Nevgold (the “Nevgold Shares”). Nevgold is a private British Columbia company which holds the right to acquire the Limousine Butte and Cedar Wash Projects in Nevada (the “Properties”) from McEwen Mining Inc. (NYSE: “MUX”, TSX: “MUX”) (“McEwen”).

The Proposed Transaction has been unanimously approved by the Board of Directors of SMM and Nevgold and is expected to close in Q2-2021. Trading in common shares of the Company will remain halted until the resumption of trading is approved by the TSX Venture Exchange (the “TSXV”) in connection with the completion of the Proposed Transaction. The Proposed Transaction will constitute an arm’s length reverse take-over pursuant to the policies of the TSXV, and following the Proposed Transaction, it is anticipated that the Company will be a Tier 2 Mining Issuer on the TSXV.

“The combination of the Silver Mountain Mines and Nevgold assets will add value for all shareholders and expand our assets across North America in well established mining camps. With the new leadership team, asset portfolio, and recapitalization plan, the company should be in a great position for success as the market for commodities continues to grow,” says Steve Konopelky, Director of the Company.

Brandon Bonifacio, incoming President, CEO, and Director of Nevgold: “We are very excited to form a new North American focused precious metals exploration and development company with assets in Nevada and British Columbia that will attract a premium market valuation. Our leadership group will leverage our strong operational track record of project development success to deliver value for all of our stakeholders. We look forward to updating our current and future investor base on the transaction close and our planned 2021 work programs.”

Transaction Summary
Nevgold is a private company incorporated under the Business Corporations Act (British Columbia).

Nevgold entered into an asset purchase and sale agreement dated December 14, 2020 (the “Asset Purchase Agreement”) with McEwen and certain of McEwen’s affiliates (collectively, the “Vendors”) pursuant to which Nevgold has agreed to acquire the Properties from the Vendors immediately prior to or concurrently with the Proposed Transaction (the “Closing Date”) on the terms as previously outlined in the January 19, 2021 news release.

It is anticipated that prior to the closing of the Proposed Transaction, Nevgold will complete a private placement (the “Concurrent Financing”) of subscription receipts of Nevgold (each, a “Subscription Receipt”) for aggregate gross proceeds of up to C$5,000,000 or such greater amount up to C$10,000,000, at a price per Subscription Receipt to be determined in the context of the market.

The Proposed Transaction is subject to several terms and conditions, including, but not limited to:

(i) Nevgold having prepared a technical report at Limousine Butte in accordance with the requirements of National Instrument 43-101

(ii) all financial statements of Nevgold having been prepared

(iii) as at the closing of the Proposed Transaction, the Company will have no payables (less cash) other than ordinary course trade payables

(iv) any change of control obligations of the Company associated with the Proposed Transaction shall have been settled

(v) completion of the Concurrent Financing and receipt of proceeds thereunder

(vi) the approval of the TSXV in respect of the Proposed Transaction and the Resulting Issuer meeting the applicable minimum listing requirements of the TSXV

(vii) approval of the shareholders of Nevgold and the Company to the Proposed Transaction

(viii) receipt of any required third party consents

In connection with completion of the Proposed Transaction, it is anticipated that the Company will change its name to “Nevgold Corp.” and will adopt the ticker symbol “NAU”.

Proposed Management and Board of Directors Composition
Upon closing of the Proposed Transaction, the management and board of directors of the Resulting Issuer is expected to consist of Giulio Bonifacio, Brandon Bonifacio, Vic Bradley, Greg French, Tim Dyhr, Steve Konopelky, and Morgan…



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