RooGold Announces Execution of BInding LOI to Acquire Next Generation Resources, a Battery Metals Focused Company
RooGold Announces Execution of Binding LOI to Acquire
Next Generation Resources, a Battery Metals Focused Company
Toronto, ON, December 21, 2022 – – RooGold Inc. (CSE:ROO) (OTC PINK:JNCCF) (Frankfurt:5VHA)
("RooGold" or the " Company") is pleased to announce that it has entered into a binding letter of intent
dated December 20, 2022 (the “LOI”) setting out the terms of a proposed acquisition (the “Transaction”)
by the Company of all of the issued and outstanding shares of Next Generation Resources Inc. (“NextGen”),
an arm’s length company incorporated under the Business Corporations Act (British Columbia). The LOI
provides that it will, prior to closing of the transaction, be superseded and replaced with a binding purchase
agreement to be agreed to between the Company and NextGen.
NextGen, a privately held Canadian exploration company, provides RooGold’s shareholders with an
excellent opportunity to enter into the battery metals space through its vast portfolio of exploration -stage
properties in Liberia targeting lithium, nickel, cobalt and rare earth elements, along with additional
prospectivity for gold, copper and zinc. NextGen currently holds three mineral reconnaissance licenses in
Liberia totaling 1,566 sq km, and is on the verge of obtaining four additional reconnaissance licenses that
will add 760 sq km to its overall property package.
NextGen’s Founder and Director, David Kol, has agreed to join RooGold’s board of directors upon
completion of the Transaction. He brings vast experience , strong government relations and a deep
understanding of mineral exploration in Liberia. His technical team comprising ex-pats and local geologists,
geotechnicians and a variety of consultants ha s commenced initial field work in Liberia, including
geological mapping, prospect sampling and soil geochemical surveys. Initial results from the field program
are anticipated in Q1 of 2023.
Interim CEO and Director of RooGold, Vishal Gupta states, “The addition of a large portfolio of lithium -
focused assets in Liberia to our existing precious metals properties in Australia provides RooGold’s
shareholders an incredible optionality in today’s turbulent commodity markets. We believe that demand for
battery metals will far outstrip supply for the foreseeable future, and the acquisition of NextGen provides
RooGold with tremendous exposure to this very exciting commodity space.”
Mr. Gupta adds, “While we continue to advance our Australian precious metals properties with a renewed
focus on targeted exploration and resource development, we are looking forward to collaborating with
NextGen’s team to unlock the value in their highy prospective Liberian property portfolio.”
NextGen has recently closed an equity financing totaling approximately Cdn$1.3 million, and it is expected
that at closing of the Transaction, NextGen’s cash position will sufficiently enhance RooGold’s treasury in
support of the Company’s ongoing corporate and exploration activities for the near to medium term.
Transaction Structure
The authorized share capital of NextGen consists of an unlimited number of common shares (“ NextGen
Shares”) of which 90,624,000 NextGen Shares are expected to be issued and outstanding immediately prior
to completion of the Transaction. The authorized share capital of RooGold consists of an unlimited number
of common shares (“ RooGold Shares”) of which 72,559,950 RooGold Shares are currently issued and
outstanding. The Transaction is expected to be structured as a share exchange pursuant to which
shareholders of Next Generation will exchange their NextGen Shares on the basis of eight-tenths (8/10) of
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one (1) common share of RooGold (a “RooGold Share”) for each one (1) issued and outstanding NextGen
Share (the “Exchange Ratio”).
RooGold has outstanding (i) 22,539,750 common share purchase warrants (the " RooGold Warrants")
with each such RooGold Warrant entitling the holder to acquire one RooGold Share at prices ranging from
$0.40 to $0.067 with a weighted average exercise price of Cdn$0.16 and expiry dates ranging from October
1, 2023 to July 17, 2024, (ii) 734,560 agent warrants with each such warrant entitling the holder to acquire
one RooGold Share at a price of $0.32 and expiry dates ranging from October 1, 2023 to January 20, 2024
and (iii) 2,675,000 options with exercise prices ranging from $0.25 to $0.30 and expiry dates ranging from
November 5, 2023 to March 17, 2 027. NextGen is expected to have outstanding immediately prior to
completion of the Transaction (i) 37,377,000 common share purchase warrants (the "NextGen Warrants")
with each such NextGen Warrant entitling the holder to acquire one NextGen Share at prices ranging from
$0.02 to $0.10 with a weighted average exercise price of $0.091 and exercisable at any time on or before
the earlier of (A) 60 months following the d ate of issuance thereof and (B) 24 months following the date
that NextGen completes a public listing on a recognized stock exchange and (ii) 2,110,000 agent warrants
(the “NextGen Agent Warrants”) with each such NextGen Agent Warrant entitling the holder to acquire
one NextGen Share at a price of $0.02 at any time on or before the earlier of (A) 60 months following the
date of issuance thereof and (B) 24 months following the date that NextGen completes a public listing on
a recognized stock exchange.
Pursuant to the Transaction:
(i) the exercise price of the NextGen Warrants that would, after adjusting for the Exchange
Ratio, be higher than Cdn$0.10 will be reduced to Cdn$0.10 and the exercise price of the
RooGold Warrants will be reduced to $0.10 or the lowest exercise price permitted by the
policies of the Canadian Securities Exchange (the “CSE”), in each case for a period of 12
months following the closing of the Transaction and thereafter the respective exercise
prices will revert to the current exercise prices (as adjusted for the Exchange Ratio); and
(ii) each NextGen Warrant and each NexGen Agent Warrant shall thereafter entitle the holders
thereof to acquire RooGold Shares in lieu of NextGen Shares based on the Exchange Ratio
and otherwise on the same terms and conditions.
Capitalization
It is currently anticipated that immediately following the completion of the Transaction, there will be
approximately 145,059,150 RooGold Shares outstanding, of which the current shareholders of the
Company will hold 72,559,950 RooGold Shares (or approximately 50.02%) and shareholders of NextGen
will hold 72,499,200 RooGold Shares (or approximately 49.98%). In addition, it is currently anticipated
that there will be approximately 57,538,910 convertible securities of RooGold outstanding upon closing of
the Transaction, each entitling the holder to acquire one additional RooGold Share in accordance with the
respective terms thereof. No new control person of the Company (i.e. greater than 20% of the outstanding
shares) will be created as a result of the Transaction.
Other Terms of the Transaction
On the closing of the proposed Transaction, NextGen will have the right to nominate one director to serve
on the board of directors of RooGold. Management of RooGold will not change on closing of the
Transaction.
The Transaction remains subject to the receipt of all applicable regulatory , shareholder and third-party
approvals, including the approval of the CSE, and the satisfaction of other closing conditions including the
completion of satisfactory due diligence, the execution of a definitive acquisition agreement, and no
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material adverse change having occurred between the execution of the LOI and closing of the Transaction.
There can be no assurance that the Transaction will be completed as proposed or at all.
The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Neither the CSE nor its Regulation Service Provider accepts responsibility for the adequacy or accuracy of
this release.
About RooGold Inc.
RooGold is a Canadian junior mineral exploration issuer which is uniquely positioned to be a dominant
player in New South Wales, Australia, through a growth strategy focused on the consolidation and
exploration of high potential, mineralized precious metals properties in this prolific region of Australia.
Through its announced acquisitions of Southern Precious Metals Ltd., RooGold Ltd. and Aussie Precious
Metals Corp. properties, RooGold commands a portfolio of 13 high-grade potential gold (9) and silver (4)
concessions that cover 1,380 km2, and collectively include 137 historic mines and prospects.
For further information please contact:
Ryan Bilodeau
(416) 910-1440
Forward-Looking Statements
This news release contains statements about the Company’s expectations regarding the proposed
Transaction and associated transactions, including statements regarding the terms and conditions of the
Transaction and the definitive purchase agreement which are forward-looking in nature and, as a result,
are subject to certain risks and uncertainties. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual results and future events to differ
materially from those expressed or implied by such forward -looking statements. Although the Compa ny
believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance
should not be placed on them as actual results may differ materially from the forward-looking statements.
Factors that could cause the actual res ults to differ materially from those in forward -looking statements
include general business, economic, competitive and social uncertainties; the risks that the parties will not
proceed with the Transaction ; the risk that the ultimate terms of the Transacti on and associated
transactions will differ from those that currently are contemplated ; and the delay or failure to receive all
applicable regulatory and third party approvals or satisfy all applicable closing conditions. The forward-
looking statements con tained in this press release are made as of the date hereof, and the Company
undertakes no obligation to update publicly or revise any forward -looking statements or information,
except as required by law.