Announce Closing of Spin-out Arrangement
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June 6, 2023
NEWS RELEASE
HighGold Mining and Onyx Gold Corp.
Announce Closing of Spin-out Arrangement
Vancouver, BC – June 6, 2023 – HighGold Mining Inc. (TSX-V:HIGH, OTCQX:HGGOF) (“HighGold”)
and Onyx Gold Corp. (“Onyx Gold”) are pleased to announce that HighGold and Onyx Gold have closed
their previously announced spin-out transaction, by way of a court-approved statutory plan of arrangement
(“Arrangement”) under the Business Corporations Act (British Columbia), pursuant to which HighGold’s
Ontario and Yukon exploration properties (the “Properties”) were spun-out to Onyx Gold.
Pursuant to the Arrangement, among other things:
• HighGold transferred all of the outstanding common shares of Epica Gold Inc . (“ Epica”), the
subsidiary owning the Properties, to Onyx Gold;
• In consideration of the foregoing, Onyx Gold issued to HighGold: (i) for the purposes of the
HighGold share excha nge described directly below, the respective number of common shares in
the capital of Onyx Gold (“ Onyx Gold Shares ”), equal to the number of common shares in the
capital of HighGold (“HighGold Shares”) outstanding immediately prior to the effective time of the
Arrangement, multiplied by 0.25 ; and (ii) 5,000,000 Onyx Gold Shares (the “Retained Shares”).
HighGold will retain the Retained Shares as well as HighGold’s remaining assets and working
capital, and continue as a mineral exploration company; and
• Each existing HighGold Share held by a HighGold shareholder will be exchanged for a new
HighGold Share and 0.25 of an Onyx Gold Share.
The CUSIP of the new HighGold Shares will be “42984X109”.
Onyx Gold has applied to list the Onyx Gold Shares on the TSX Venture Exchange (the “TSXV”). Listing of
the Onyx Gold Shares is subject to the approval of the TSXV. There can be no assurance as to if, or when,
the Onyx Gold Shares will be listed or traded on the TSXV or any other stock exchange.
Exchange of Securities
HighGold Shareholders that hold their HighGold Shares through an intermediary (i.e., broker) will receive
the consideration payable to them pursuant to the Arrangement through their broker or other intermediary.
Such non -registered HighGold Shareholders should contact their intermediary for instructions and
assistance in receiving the Arrangement consideration.
Registered HighGold Shareholders will be required to file a Letter of Transmittal with Computershare
Investor Services Inc. in order to receive the consideration to which they are entitled. Registered HighGold
Shareholders of record on April 25, 2023 should have received a Letter of Transmittal by mail. Registered
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HighGold Shareholders requiring assistance to exchange their HighGold Shares may conta ct
Computershare for assistance at 1-800-564-6253.
In addition, in accordance with the terms of the Arrangement, the holders of HighGold options will exchange
their options for new options of HighGold, as well as 0.25 of an equivalent security in Onyx Gold . Holders
of HighGold warrants will be entitled, upon exercise, to receive one HighGold Shares and 0.25 of an Onyx
Gold Share.
For additional details on the Arrangement, shareholders are encouraged to read HighGold’s information
circular dated April 25, 20 23, which is also available for review under HighGold’s profile on SEDAR at
www.sedar.com.
About HighGold
HighGold is a mineral exploration company focused on high-grade gold projects located in North America.
HighGold’s flagship asset is the high-grade Johnson Tract Gold-Zinc-Copper Project located in accessible
Southcentral Alaska, USA. HighGold’s experienced Board and senior management team, are committed to
creating shareholder value through the discovery process, careful allocation of capital, and
environmentally/socially responsible mineral exploration.
On Behalf of HighGold Mining Inc.
“Darwin Green”
President & CEO
For further information, please visit the HighGold Mining Inc. website at www.highgoldmining.com, or
contact:
Darwin Green, President & CEO or Naomi Nemeth, VP Investor Relations
Phone: 1-604-629-1165 or North American toll-free 1-855-629-1165
Email: [email protected].
Website: www.highgoldmining.com
Twitter : @HighgoldMining
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward looking statements: This news release includes certain “forward -looking information” within the
meaning of Canadian securities legislation and "forward -looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 (collectively “forward looking statements”).
Forward-looking statements include predictions, projections and forecasts and are often, but not always,
identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”,
“potential”, “project”, “target”, “schedule”, “budget” and “intend” and statements that an event or result “may”,
“will”, “should”, “could” or “might” occur or be achieved and othe r similar expressions and includes the
negatives thereof. All statements other than statements of historical fact included in this release, including,
without limitation, statements regarding the exchange of HighGold securities under the Arrangement and
the listing of the Onyx Gold Shares are forward -looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in such statements. Forward -looking
statements are based on a number of material factors and assumptions. Important factors that could cause
actual results to differ materially from Company’s expectations include, among other things, the efficacy of
the exchange of HighGold securities, future metal prices, availability of capital and financing on acceptable
terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in
title, availability of personnel, ma terials and equipment on a timely basis, accidents or equipment
breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations
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and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the
filings made by the Company with securities regulators. Although the Company has attempted to identify
important factors that could cause actual actions, events or results to differ from those described in forward-
looking statements, there may be other factors that cause such actions, events or results to differ materially
from those anticipated. There can be no assurance that forward -looking statements will prove to be
accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.