Moneta Gold and Nighthawk Gold Announce Overwhelming Approval for the Arrangement Agreement to form STLLR Gold Inc.
Moneta Gold and Nighthawk Gold Announce Overwhelming
Approval for the Arrangement Agreement to form STLLR Gold
Inc.
Not for distribution to U.S. newswire services or dissemination in the United States
TORONTO, ONTARIO, January 29, 2024 – Nighthawk Gold Corp. (“Nighthawk”) (TSX: NHK) and
Moneta Gold Inc. (TSX: ME)(OTCQX: MEAUF)(FSE: MOPA) (“Moneta”) are pleased to announce that
all applicable resolutions in connection with the proposed plan of arrangement involving Nighthawk and
Moneta (the “Arrangement”) pursuant to which Moneta will acquire all of the issued and outstanding
common shares of Nighthawk (the “ Nighthawk Shares ”) were approved at the special meeting of
shareholders of Moneta (the “Moneta Meeting”) and the special meeting of shareholders of Nighthawk
(the “Nighthawk Meeting”), each held today.
At the Moneta Meeting:
• the ordinary resolution authorizing Moneta to issue common shares of Moneta (the “ Moneta
Shares”) to holders of Nighthawk Shares on the basis of 0.21 of a Moneta Share (following the
completion of the Consolidation (as defined below) ) for each outstanding Nighthawk Share in
connection with the Arrangement was approved by 94.9% of the votes cast by shareholders of
Moneta;
• the special resolution approving the change of name of Moneta to “STLLR Gold Inc.” was
approved by 94.2% of the votes cast by shareholders of Moneta; and
• the special resolution approving the consolidation of issued and outstanding Moneta Shares on
the basis of one post-Consolidation Moneta Share for every two pre -Consolidation Moneta
Shares (the “ Consolidation”) was approved by 94.1% of the votes cast by shareholders of
Moneta.
At the Nighthawk Meeting:
• the special resolution approving a plan of arrangement under Section 182 of the Business
Corporations Act (Ontario) to effect the Arrangement was approved by 99.8% of the votes cast
by shareholders of Nighthawk; and
• the ordinary resolution authorizing Nighthawk to issue Nighthawk Shares to holders of
subscription receipts of Nighthawk upon their conversion into units of Nighthawk pursuant to the
offering of subscription receipts of Nighthawk , which closed December 19, 2023 was approved
by 99.8% of the votes cast by shareholders of Nighthawk.
Transaction Update
Assuming all remaining conditions set out in the arrangement agreement between Nighthawk and Moneta
dated November 28, 2023 are either satisfied or waived, including receipt of the final approval of the
Ontario Superior Court of Justice (Commercial List), Moneta and Nighthawk expect that the closing date
of the Arrangement (the “Effective Date”) will occur on or about February 6, 2024. For complete details
of the Arrangement, interested persons are directed to the Joint Management Information Circular of
Page 2 of 2
Nighthawk and Moneta dated December 20, 2023 filed on each company’s respective profile at SEDAR+
(www.sedarplus.ca).
About Moneta
Moneta is a Canadian -based gold exploration company whose primary focus is on advancing its 100% wholly
owned Tower Gold Project, located in the Timmins region of Northeastern Ontario, Canada’s most prolific gold
producing camp.
About Nighthawk
Nighthawk is a Canadian-based gold exploration and development company with 100% ownership of the Colomac
Gold Project and more than 947 km 2 District Scale Property within 200 km north of Yellowknife, Northwest
Territories, Canada. Nighthawk’s experienced management team, with a track record of successfully advancing
projects and operating mines, is working towards rapidly advancing its assets towards a development decision.
FOR FURTHER INFORMATION PLEASE CONTACT:
MONETA GOLD INC.
Tel: +1 (416) 471-5463; Email: [email protected]
Website: www.monetagold.com
NIGHTHAWK GOLD CORP.
Tel: +1 (416) 863-2105; Email: [email protected]
Website: www.nighthawkgold.com
Forward-Looking Information
This news release contains “forward-looking information ” within the meaning of applicable Canadian securities legislation.
Forward-looking information includes, but is not limited to, information with respect to the Arrangement, the expected timing of
the Effective Date and its likelihood of completion. Generally, forward-looking information can be identified by the use of forward-
looking terminology such as “accelerate”, “add” or “additional”, “advancing”, “anticipates” or “does not anticipate”, “appears”,
“believes”, “can be”, “conceptual”, “confidence”, “continue”, “convert” or “conversion”, “deliver”, “demonstrating”, “estimat es”,
“encouraging”, “expand” or “expanding” or “expansion”, “expect” or “expectations”, “fast-track”, “forecasts”, “forward”, “goal”,
“improves”, “increase”, “intends”, “justifi cation”, “plans”, “potential” or “potentially”, “pro-forma”, “promise”, “prospective”,
“prioritize”, “reflects”, “re-rating”, “scheduled”, “stronger”, “suggesting”, “support”, “updating”, “upside”, “will be” or “will consider”,
“work towards”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “wou ld”,
“might”, or “will be taken”, “occur”, or “be achieved”.
Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is
based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements of Nighthawk and Moneta to be materially different from those
expressed or implied by such forward -looking information, including risks associated with required regulatory approvals, the
exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in
foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic
developments, the ongoing wars and their effect on supply chains, environmental risks, COVI D-19 and other pandemic risks,
permitting timelines, capex, operating or technical difficulties in connection with development activities, employee relation s, the
speculative nature of gold exploration and development, including the risks of diminishing qu antities of grades of reserves,
contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors
discussed in Nighthawk’s and Moneta’s respective annual information forms for the year ended December 31, 2022, available
on www.sedarplus.ca. Although Nighthawk and Moneta have attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place
undue reliance on forward -looking information. Nighth awk and Moneta do not undertake to update any forward -looking
information, except in accordance with applicable securities laws.