Mithril Resources Limited (ASX:MTH) entered into a non-binding term sheet to acquire Newrange Gold Corp. (TSXV:NRG) for CAD 1.8 million in a reverse merger transaction on March 6, 2023. Mithril Resources Limited (ASX:MTH) entered into a binding agreement to acquire Newrange Gold Corp. (TSXV:NRG) in a reverse merger transaction on May 25, 2023. The share exchange ratio will be 3.71:1 (subject to final adjustments). Mithril shareholders will hold approximately 78.8% of the resulting issuer and Newrange shareholders will hold approximately 21.2%. Upon completion of the Scheme, Newrange will change its name to Pinnacle Silver and Gold Corp (or such other name as is determined by the companies). The combined company will be listed on the TSXV. Mithril will be delisted from the ASX. Post-merger, John Skeet, Stephen Layton and Garry Thomas, (all current Directors of Mithril Resources) will become Principals of Newrange Gold. In addition to the appointments, Skeet will assume the role of President & CEO of Newrange Gold; Robert Archer will become Executive Chair of Newrange Gold; the existing directors, Ron Schmitz and Colin Jones, will stay on the board of Newrange Gold; and David Cross will remain as CFO and Company Secretary of Newrange Gold. The net proceeds raised from the Bridge Financing will be used to pay for the expenses related to the RTO and for working capital purposes.

The non-binding term sheet is conditional upon a number of standard conditions, including completion of satisfactory due diligence by each of the parties on each other, the negotiation and execution of a formal Scheme Implementation Agreement and the acceptance of the Proposed Merger by Mithril Resources shareholders and the TSX Venture Exchange. The Proposed Transaction will also be subject to the approval of Newrange shareholders and ASX. The Board of Mithril Resources unanimously approved the merger. As of May 26, 2023, all necessary regulatory and government approvals being obtained, including approvals from both the ASX and the TSXV. Effective Date of the Scheme is October 23, 2023. As of October 5, 2023, Newrange Gold Corp. shareholders voted overwhelmingly in favour of all items to be voted upon, including the proposed merger with ASX-listed Mithril Resources Limited.

Mithril has appointed HopgoodGanim as Australian legal advisor and Armstrong Simpson as Canadian legal advisor. Newrange has appointed Steinepreis Paganin as Australian legal advisor and Pacific Star Corporate Finance Law as Canadian legal advisor. Mithril appointed RSM Corporate Australia Pty Ltd as the independent expert.