(via TheNewswire)
Highlights
Newrange and
Mithril (ASX: MTH) have signed a binding Scheme Implementation Deed (SID) for the implementation of a Scheme of Arrangement (Scheme) under which Newrange will acquire 100% of the issued capital ofMithril .Mithril is an exploration company listed on the ASX with a current focus on the pre-developmentCopalquin Gold-Silver Project in Durango State,Mexico that hosts a substantial high-grade gold-silver JORC-compliant maiden resource in just one of several targets, with significant growth potential(refer toNewrange news release ofMarch 6, 2023 orhttps://mithrilresources.com.au/projects/copalquin-district-mexico/).Pursuant to the Scheme, Newrange will issue to the
Mithril securityholders the following:18.08 Newrange shares for every 1,000
Mithril shares held as at the Record Date for a total of60,907,985Newrange common shares at a deemed price ofC$0.18 per share; and18.08 Newrange warrants for every 1,000
Mithril options held as at the Record Date for a total of 3,164,000 Newrange warrants exercisable atC$0.77 and 3,874,286 Newrange warrants exercisable atC$0.36 .
implying a fully diluted equity value for
Mithril of approximatelyC$10,963,437 (AU$11.8 million).The SID provides exclusivity for the parties to complete the transaction, with reciprocal break fees payable in certain circumstances.
The Scheme is unanimously recommended by the Newrange Board of Directors and the Mithril Board of Directors in the absence of a superior proposal and subject to the Independent Expert retained by
Mithril opining that the Scheme is in the best interests ofMithril shareholders.The Scheme is subject to various conditions including approval by Newrange shareholders at a meeting proposed to be held in
August 2023 andMithril shareholders at a Scheme Meeting proposed to be held inAugust 2023 .
Newrange President & CEO,
“We are very pleased to have entered into the Definitive Agreement with
Exploration and development in the prolific
We look forward to completing the RTO process and rebranding the company for a fresh start at a time when precious metal prices are on the rise.”
“The Scheme announced today is an important step in the process to place Mithril’s high-grade Copalquin gold-silver property in a market where there is considerable experience and understanding of the globally significant Mexican minerals industry. The new
The Mithril Board is very pleased to be working with the Newrange Board and extremely proud of the hard work and achievements of Mithril’s
TRANSACTION SUMMARY
Newrange and
If the Scheme is implemented, Newrange will issue to each Mithril Shareholder and Mithril Optionholder the following:
in the case of Mithril Shareholders, 18.08 Newrange shares for every 1,000
Mithril shares held as at the Record Date for a total of 60,907,985 Newrange common shares at a deemed price ofC$0.18 per share;in the case of Mithril Optionholders, 18.08 warrants to acquire Newrange shares for every 1,000 options held as at the Record Date, for a total of 3,164,000 Newrange warrants exercisable at
C$0.77 and 3,874,286 Newrange warrants exercisable atC$0.36 , implying a fully diluted equity value forMithril of approximatelyC$10,963,437 (AU$11.8 million).1
Assuming the Scheme is implemented, it is anticipated that:
Mr.
John Skeet will join the Newrange board and assume the role of President CEO;Mr.
Robert Archer (current President CEO and director of Newrange) will become Executive Chairman of Newrange;Mr.
Ron Schmitz and Mr.Colin Jones (current directors of Newrange) will remain on the board of Newrange;Mr.
Stephen Layton and Mr.Garry Thomas (current directors ofMithril ) will join the Newrange board; andDavid Cross will remain asCFO and Company Secretary of Newrange.
A summary of the qualifications and experience of all board members is set out in Newrange’sinitial announcementin relation to the Scheme released on
Further, it is anticipated that uponcompletion of the Scheme, Newrange will consolidate its shares on the basis of two (old) shares for one (new) share (Consolidation) and change its name to
NEWRANGE BOARD RECOMMENDATION
Newrange has carefully reviewed the Scheme and, in the absence of a superior proposal, the
In the absence of a superior proposal, each of the directors of Newrange has committed to vote in favour of the Scheme and the Consolidation at the Newrange shareholder meeting.
MITHRIL BOARD RECOMMENDATION
The Mithril Board, comprising two independent non-executive directors and one executive director, in consultation with its advisors, has carefully considered a range of matters including its view of the status of Mithril’s main asset, being the pre-development
The Board of
In the absence of a superior proposal and subject to the favourable opinion of the Independent Expert, each of the directors of
Details of the recommendation, commitment to vote in favour and a copy of the Independent Expert Report will be included in a Scheme Booklet expected to be provided to Mithril Securityholders in
DETAILS OF THE SCHEME IMPLEMENTATION DEED (SID)
The SID will be subject to various conditions precedent, including:
Each of
Mithril and Newrange completing satisfactory due diligence enquiries into the records and operations of the other.Arrangements being made so that all of the existing employee options and performance rights in the capital of
Mithril will either be acquired by Newrange, vest (and result in the issue ofMithril shares), lapse or otherwise be cancelled or terminated.The Independent Expert concluding that the Scheme is in the best interests of Mithril Securityholders and not changing that conclusion prior to completion.
All necessary regulatory and government approvals being obtained, including approvals from both the ASX and the TSXV.
The Australian Court making an order for
Mithril to convene the Scheme Meeting.The requisite majority of Mithril Securityholders approving the Scheme at a duly convened Scheme Meeting.
Newrange shareholders approving the Scheme and Consolidation at Newrange’s shareholder meeting.
The Australian Court ordering that the Scheme be implemented (assuming the Mithril Securityholders approve the Scheme at the Scheme Meeting).
The TSXV approving an updated National Instrument 43-101 technical report on the
Copalquin Project .Newrange completing aprivate placement to raise up to CA$3,600,000 (post Consolidation), to be used for further exploration and development of the
Copalquin Project and working capitalprior to completion of the Scheme.3Newrange receiving approval from the TSXV to recommence trading of its securities post-completion of the Scheme.
Other conditions customary for a transaction of this nature.
The Company notes that, until due diligence is completed, and the conditions precedent are satisfied, there is no certainty that the Scheme will proceed.
EXCLUSIVITY ARRANGEMENTS
The SID contains various standard “no shop”, “no talk”, “notification” and “matching rights” provisions.
The SID also details circumstances under which
INDICATIVE TIMETABLE
Newrange shareholders will be asked to approve the Scheme and the Consolidation at a meeting proposed to be held in
ADVISORS
Newrange has appointed Steinepreis Paganin as Australian legal advisor and Pacific Star Corporate Finance Law as Canadian legal advisor.
ABOUT NEWRANGE
Newrange is an exploration company listed on the TSXV, with a focus on district-scale exploration for precious metals in the prolific
Signed: “Robert Archer”
President & CEO
For further information contact:
Email: info@newrangegold.com
Tel.: +1 (877) 271-5886 ext. 110
Website:www.newrangegold.com
Neither the
Forward-Looking Statements:
Some of the statements in this news release contain forward-looking information that involves inherent risk and uncertainty affecting the business of
1 Based on3,368,804,470fully paid, ordinary
2 The directors of
3 The Bridge Financing referenced in Newrange’s initial announcement in relation to the Scheme on
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