Parties
Company
STLLR Gold Inc. (formerly Moneta Gold Inc.)
Company
Nighthawk Gold Corp.
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.
Deal Type
Merger & AcquisitionIndustry
MiningTransaction
Undisclosed/ConfidentialDeal Status
ClosedClosing Date
06 February 2024