Moneta Gold and Nighthawk Gold merge to form leading Canadian gold developer

On November 28, 2023, Moneta Gold Inc. (TSX: ME; OTCQX: MEAUF; FSE: MOPA) and Nighthawk Gold Corp. (TSX: NHK; OTCQX: MIMZF) entered into an arrangement agreement for an at-market merger. Under the agreement, Moneta will acquire all Nighthawk shares in exchange for Moneta shares, creating a new entity, MergeCo. Nighthawk shareholders will receive 0.42 Moneta shares for each Nighthawk share, resulting in ownership of approximately 34% of MergeCo by Nighthawk shareholders and 66% by Moneta shareholders.

The merger aims to create a stronger Canadian gold developer with two cornerstone assets: the Tower Gold Project and Colomac Gold Project. The Tower Gold Project's Preliminary Economic Assessment (PEA) showed a C$1.1 billion after-tax NPV5% and a 32% IRR. The Colomac Gold Project's PEA indicated a C$1.2 billion NPV5% and a 35% IRR. The merger will eliminate single asset risk and focus on improving project economics and capital efficiency.

Concurrent with the merger, Nighthawk entered into a "bought deal" financing agreement with SCP Resource Finance LP and a syndicate of underwriters to raise C$12.5 million. The funds will support the exploration and advancement of the Tower and Colomac Gold Projects.

Legal advisors for the transaction included Cassels Brock & Blackwell LLP for Nighthawk and McCarthy Tétrault LLP for Moneta. The transaction, subject to shareholder and regulatory approvals, is expected to close in the first quarter of 2024.

Merger & Acquisition
Mining
Undisclosed/Confidential
Closed
06 February 2024