Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF Newrange Gold Signs Binding Agreement To Acquire Mithril Resources
250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (604) 669 - 0868
Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF
Newrange Gold Signs Binding Agreement
To Acquire Mithril Resources
VANCOUVER, BRITISH COLUMBIA, May 2 5, 2023 (TSXV: NRG, US: NRGOF, Frankfurt: X6C) –
Newrange Gold Corp. ("Newrange" or the “ Company") is pleased to announce that it has signed a
binding agreement with Mithril Resources Limited (“Mithril”) dated May 25, 2023, for a proposed friendly
business combination of the two companies. Under the terms of the agreement, Newrange will acquire
100% of the issued share capital of Mithril, resulting in Newrange remaining as the surviving entity. The
arm’s length transaction will be classified as a Reverse Take Over under the rules of the TSX Venture
Exchange (the “RTO”) and the resulting issuer will be a Tier 2 mining issuer.
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 of Mithril.
• Mithril is an exploration company listed on the ASX with a current focus on the pre-development
Copalquin 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 to Newrange news release of March 6, 2023 or
https://mithrilresources.com.au/projects/copalquin-district-mexico/).
• Pursuant to the Scheme, Newrange will issue to the Mithril securityholders the following:
o 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 of C$0.18 per share;
and
o 18.08 Newrange warrants for every 1,000 Mithril options held as at the Record Date for a
total of 3,164,000 Newrange warrants exercisable at C$0.77 and 3,874,286 Newrange
warrants exercisable at C$0.36.
implying a fully diluted equity value for Mithril of approximately C$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 of Mithril shareholders.
250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (877) 271 5886 ext. 110
Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF
• The Scheme is subject to various conditions including approval by Newrange shareholders at a
meeting proposed to be held in August 2023 and Mithril shareholders at a Scheme Meeting
proposed to be held in August 2023.
Newrange President & CEO, Robert Archer, commented:
“We are very pleased to have entered into the Definitive Agreement with Mithril as this merger represents
a new beginning for Newrange shareholders. Not only does the Copalquin Gold- Silver Project bring
tremendous value and upside potential but the combined experience of the new management team and
board will provide a strong foundation for future growth in the Americas.
Exploration and development in the prolific Red Lake District of Ontario is still active and we intend to
capitalize on that with further work on our Argosy Gold Mine and North Birch Projects. Having projects
in two leading mining jurisdictions such as Mexico and Canada provides diversity and lowers the risk for
shareholders while increasing the discovery potential.
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.”
Mithril CEO and Managing Director, John Skeet, commented:
“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 ne w Americas focussed exploration and development
company resulting from the merger with TSXV listed Newrange creates highly experienced and focussed
Board and management who are well positioned to take advantage of the considerable growth
opportunities at the Copalquin mining district and the two Canadian Red Lake District properties. In both
jurisdictions, the new company will be among numerous other Canadian listed companies active in these
prolific mining regions where the properties are located. The merger and resulting financing, will provide
funds to appropriately advance the properties to increase shareholder value.
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 Mexico team and the significant progress made in advancing the
Copalquin Project to its current exploration and pre-development stages across the Copalquin district.”
TRANSACTION SUMMARY
Newrange and Mithril have executed a binding Scheme Implementation Deed ( “SID”) for the
implementation of a Scheme under which Newrange will acquire 100% of the issued capital of Mithril.
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 of
C$0.18 per share;
250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (877) 271 5886 ext. 110
Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF
• 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 at C$0.36,
implying a fully diluted equity value for Mithril of approximately C$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 of Mithril) will join the Newrange
board; and
• David Cross will remain as CFO and Company Secretary of Newrange.
A summary of the qualifications and experience of all board members is set out in Newrange’s initial
announcement i n relation to the Scheme released on March 6, 2023.
Further, it is anticipated that upon completion 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 Pinnacle Silver
and Gold Corp. (or such other name as is determined by the parties).
NEWRANGE BOARD RECOMMENDATION
Newrange has carefully reviewed the Scheme and, in the absence of a superior proposal, the Board of
Newrange unanimously recommends that Newrange shareholders vote in favour of the Scheme and the
Consolidation.
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, compris ing 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 Copalquin Gold-Silver Project in Mexico, compared to
the certainty for shareholders of this share-for-share offer.
The Board of Mithril unanimously recommends that, in the absence of a superior proposal and subject to
the Independent Expert opining that the Scheme is in the best interests of Mithril Shareholders and Mithril
Optionholders (together, the “Mithril Securityholders”), that Mithril Securityholders vote in favour of the
Scheme.
1 Based on 3,368,804,470 fully paid, ordinary Mithril shares at a value of AU$0.0035 per share.
250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (877) 271 5886 ext. 110
Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF
In the absence of a superior proposal and subject to t he favourable opinion of the Independent Expert,
each of the directors of Mithril has committed to vote in favour of the Scheme in respect of the shares
and options in which they have an interest.2
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 June
2023.
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 e ither be acquired by Newrange, vest (and result in the issue of Mithril
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 Mithr il
Securityholders approve the Scheme at the Scheme Meeting).
• The TSXV approving an updated National Instrument 43 -101 technical report on the Copalquin
Project.
2 The directors of Mithril hold, in aggregate, 803,463,174 Mithril shares and 57,857,143 Mithril options, being 23.9% of Mithril
(on a fully diluted basis). Mr. John Skeet, Managing Director of Mithril, holds 25,000,000 Employee Options which may be
exercised and converted into shares and Mr Garry Thomas, a non-executive director of Mithril, holds 33,333,333 Performance
Rights, which may be converted into shares upon upon the earlier of (a) determination by a geological consultant of an Inferred
JORC Resource of 5.443 Mt at a combined Au Eq grade of not less than 4 g/t for 700 koz Au (or Au Eq) on the Copalquin
Project; or (b) Mithril achieving a market capitalisation equal to or greater than A$150,000,000 for a period of 20 consecutive
trading days on which the securities of Mithril traded. The ESOP Options and Performance Rights do not form part of the
Scheme and will be subject to a private treaty agreement pursuant to which these securities will be cancelled for consideration
equal to the Scheme consideration (less the exercise price, in the case of the ESOP Options), subject to the requisite waiver of
ASX Listing Rule 23.2 being obtained. Despite any of the directors’ personal interests in the outcome of the Scheme, the directors
consider that given the importance of the Scheme and their obligations as directors, it is important and appropriate for them to
provide a recommendation to Mithril Securityholders in relation to the Scheme.
250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (877) 271 5886 ext. 110
Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF
• Newrange completing a private 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 capital prior
to completion of the Scheme.3
• Newrange 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.
Mithril and Newrange have agreed that they will not solicit any competing proposal or participate in any
discussions or negotiations in relation to any competing proposal (unless failure to do so would involve a
breach of the fiduciary duties of its Directors).
The SID also details circumstances under which Mithril may be required to pay a break fee to Newrange
and circumstances where Newrange may be required to pay Mithril a reverse break fee, both equivalent
to approximately A$110,000 and payable in certain circumstances.
INDICATIVE TIMETABLE
Newrange shareholders will be asked to approve the Scheme and the Consolidation at a meeting
proposed to be held in August 2023 and Shareholders and Optionholders of Mithril will be asked to
approve the Scheme at the Scheme Meeting which is also expected to be held in August 2023. Further
details of the Scheme, transaction terms and recommendations will be provided to Newrange
shareholders in an information circular for the shareholder meeting.
ADVISORS
Mithril has appointed HopgoodGanim as Australian legal advisor and Armstrong Simpson as Canadian
legal advisor.
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 Red Lake District of north- western Ontario, Canada. The past -producing
high-grade Argosy Gold Mine is open to depth, while the adjacent North Birch Project offers additional
discovery potential. Further information can be found on our website at www.newrangegold.com.
3 The Bridge Financing referenced in Newrange’s initial announcement in relation to the Scheme on March 6, 2023 has been
completed (see Newrange News Release dated May 2, 2023).
250 - 750 West Pender Street, Vancouver, BC V6C 2T7 - Tel. (877) 271 5886 ext. 110
Where Exploration Intersects Discovery TSXV: NRG OTCQB: NRGOF
Signed: “Robert Archer”
President & CEO
FOR FURTHER INFORMATION CONTACT:
Email: [email protected]
Tel.: +1 (877) 271-5886 ext. 110
Website: www.newrangegold.com
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this release.
Forward-Looking Statement:
Some of the statements in this news release contain forward-looking information that involves inherent risk and uncertainty
affecting the business of Newrange Gold Corp. Actual results may differ materially from those currently anticipated in such
statements.