Palm Beach, FL – June 10, 2020 – It has been said that gold is the earliest metal employed by humans. Gold artifacts made their first appearance at the very beginning of the pre-dynastic period in Egypt and man has been mesmerized with the nature and value of it across time… Historically it has been the ‘safe’ way to protect fortunes through wars and other calamities… and is expected to play that same role during the present global health & economic crisis. An article by Gold.org described the gold market before the crisis gained momentum. They said: “Gold had its best performance since 2010, rising by 18.4% in US dollar terms last year (2019). It also outperformed major global bond and emerging market stock benchmarks in the same period. In addition, gold prices reached record highs in most major currencies except the US dollar and Swiss franc… Gold prices rose most between early June and early September as uncertainty increased and interest rates fell. But investors’ appetite for gold was apparent throughout the year, as seen by strong flows into gold-backed ETF’s, growing gold reserves from central banks, and an increase in COMEX net longs positioning.” Active companies with recent developments in the markets include: MegumaGold Corp. (OTCPK: NSAUF) (CSE: NSAU), Artemis Gold Inc. (OTCPK: ARGTF) (TSX-V: ARTG), Northern Dynasty Minerals Ltd. (NYSE: NAK) (TSX: NDM), Marathon Gold Corporation (OTCQX: MGDPF) (TSX: MOZ), Eldorado Gold Corporation (NYSE: EGO) (TSX: ELD.TO).
A recent atricle from industry insider, Kitco, projected the impact of the virus on gold. They said: “Economic activity has come to a near standstill in March,” Morgan Stanley said. “As social distancing measures increase in a greater number of areas and as financial conditions tighten further, the negative effects on near-term GDP growth become that much greater… Given this dire situation, gold’s long-term outlook is solid, with many analysts estimating higher highs for the precious metal once the coronavirus uncertainty has been more or less resolved. In the short-term, however, analysts warn of more sideways trading as any physical buying is currently being offset by professional selling to raise cash.”
MegumaGold Corp. (CSE: NSAU) (OTCPK: NSAUF) BREAKING NEWS: MEGUMAGOLD AND OSPREY GOLD Sign Definitive Agreement for plan of arrangement to Create a leading PRECIOUS METALS EXPLORATION COMPANY in Nova Scotia – MegumaGold Corp. (“MegumaGold”) and Osprey Gold Development Ltd. (TSXV: OS) (OTCQB: OSSPF) (“Osprey”) are pleased to announce that, further to their joint press release on March 30, 2020, the companies have entered into a definitive agreement (the “Arrangement Agreement”) to merge their respective businesses pursuant to a plan of arrangement (the “Transaction”) to create a leading Nova Scotia precious metals exploration company focused within highly prospective and reactivated historic mining camps of Nova Scotia, Canada.
Theo Van der Linde, President of MegumaGold stated, “We’re incredibly pleased to have executed the definitive agreement to combine with Osprey Gold. This consolidation forms the foundation of a company positioned to capitalize on the emerging Meguma gold camp in Nova Scotia amidst a rapidly developing gold market. MegumaGold continues to be strongly focused on acquiring high-quality targets with known gold potential within stable underexplored jurisdictions. The combination of MegumaGold’s commanding land position in Nova Scotia and Osprey’s existing gold deposits creates a unique synergy designed to increase shareholder value through the use of modern exploration techniques in the Meguma Gold District, adjacent to Atlantic Gold’s mining operations acquired by St Barbara Ltd. for $802 million cash consideration in July 2019.”
Osprey Gold President, Cooper Quinn commented, “The combined entity of MegumaGold and Osprey will have a leading group of assets in the region and a stronger market presence than either company could achieve alone. We look forward to leveraging the collective strengths of the new team to explore the combined portfolio of assets ranging from early stage exploration through resource expansion and development. We are very pleased with the deal we have structured and believe it offers significant benefits to Osprey shareholders.”
Key benefits of this transaction for MegumaGold and Osprey shareholders:
MegumaGold’s untested target anomalies on Moose River Anticlinal Structure 4km south west of St Barbara’s Touquoy Milling facility, combined with Osprey’s current mineral resources completed in accordance with NI 43-101 that are open for expansion; and
- Consolidated district scale land package in Nova Scotia’s most prospective gold mining regions;
- Strengthened balance sheet and greater ongoing access to capital;
- Capacity to create operational synergies to increase exploration efforts while streamlining programs and budgets;
- Significantly strengthened management and leadership team with balanced and complimentary skillsets; and
- Broader in-house technical expertise
Nova Scotia – Nova Scotia is currently experiencing a resurgence in gold exploration, predominantly as a result of the St Barbara Ltd. acquisition of Atlantic Gold and its Moose River Consolidated Project in July 2019 for C$802 million cash consideration. The Moose River Consolidated Project is currently producing gold from the Touquoy open-pit mine located approximately 10 km south of Osprey’s Caribou Project and 4 km east of MegumaGold’s Touquoy West Project.
Details of the Transaction – Pursuant to the terms of the Arrangement Agreement, MegumaGold will acquire all of the issued and outstanding shares of Osprey. Each shareholder of Osprey will receive such number of common shares of MegumaGold (the “Meguma Shares”) as is equal to the product of the number of Osprey Shares held by such shareholder at an exchange ratio which equals one (1) Meguma Share per two (2) Osprey Shares outstanding at the closing of the Transaction.
The definitive agreement provides that unexercised Osprey options and share purchase warrants will be assumed by MegumaGold and will: (i) remain outstanding for their full term, and (ii) following the closing date of the Transaction, entitle the holder thereof to acquire MegumaGold Shares in lieu of Osprey Shares, in such number and at such exercise price as shall be adjusted based on the exchange ratio inherent in the Transaction, and otherwise on the same terms and conditions as existed prior to the Transaction.
Osprey will have the right to appoint 2 members to the board of directors of the resulting issuer, with the total number of members of such board of directors to be initially set at 5. Osprey shall also contribute management personnel to the resulting issuer.
MegumaGold currently has 102,780,640 outstanding shares and 31,364,506 shares reserved for issuance under incentive stock options and warrants. As of today’s date, without inclusion of including any of MegumaGold’s current shareholdings in Osprey, it is anticipated an aggregate of 36,671,166 common shares of MegumaGold are anticipated to be issued to Osprey shareholders, along with incentive stock options and warrants entitling Osprey shareholders to acquire a further 16,303,567 common shares of MegumaGold.
Based on the foregoing and assuming no outstanding common shares or warrants of Osprey are exercised prior to closing and before giving effect to any concurrent financing, the resulting issuer from the Transaction will have 139,451,806 shares issued and outstanding, of which former shareholders of Osprey will hold approximately 26.3% of the issued and outstanding common shares of the resulting issuer (27.4% of the common shares of the resulting issuer on a fully diluted basis).
The Transaction was negotiated at arm’s length, will be implemented by way of a statutory plan of arrangement pursuant to the British Columbia Business Corporations Act. The Transaction is subject to the approval of two thirds of the votes cast by the holders of Osprey’s common shares present in person or represented by all at a special meeting of the Osprey shareholders. The Transaction is expected to close shortly thereafter following receipt of all shareholder, court, certain third-party and stock exchange approvals. Further details as to the proposed record date and meeting date for Osprey’s special meeting of shareholders will be disclosed in due course. It is not anticipated that MegumaGold shareholders will be required to approve the Transaction. Read the full Press Release and more for MegumaGold Corp. at: https://financialnewsmedia.com/news-nsau
Other industry developments from around the markets include:
Artemis Gold Inc. (OTCPK: ARGTF) (TSX-V: ARTG) has signed an asset purchase agreement with New Gold Inc. to acquire the Blackwater gold project in central British Columbia.
Key acquisition terms: Initial cash payment of $140-million at closing of the acquisition; Issuance to New Gold of Artemis common shares equal to the lesser of: (i) the number of consideration shares having an aggregate deemed price of $20-million; or (ii) 9.9 per cent of the issued and outstanding Artemis common shares as at closing; Second cash payment of $70-million, less approximately $20-million (being the aggregate issuance price of the consideration shares), 12 months after closing; An 8-per-cent stream at 35 per cent of the U.S.-dollar spot gold price, reducing to 4 per cent after 279,908 ounces have been delivered; The initial payment is backstopped by major shareholder Ryan Beedie; and An equity financing is planned to finance some or all of the initial payment over the next several weeks, with board and management, collectively holding approximately 45 per cent of the shares of the company, planning to commit to approximately half of that equity financing (up to a maximum of $70-million), subject to shareholder approval.
Northern Dynasty Minerals Ltd. (NYSE: NAK) (TSX: NDM.TO) recently reported that the Company’s 100%-owned, US-based subsidiary Pebble Limited Partnership (“Pebble Partnership”) issued the following statement on May 28, 2020. A letter issued today by the U.S. Environmental Protection Agency (EPA) confirming the Environmental Impact Statement (EIS) process for the proposed Pebble mine currently being led by the US Army Corps of Engineers (USACE) is proceeding well, and effectively addressing all issues and concerns raised by EPA, the US Fish and Wildlife Service (USFWS) and other cooperating agencies, was hailed by Pebble Partnership CEO Tom Collier as another positive step in the project’s permitting process.
Collier also noted the letter reflects the EPA’s decision not to pursue so-called 3(b) elevation under the Clean Water Act Section 404(q) guidelines. “This determination by the EPA is another indication of positive progress for the project. This is on the heels of last of week’s announcement from the U.S. Army Corps of Engineers (USACE) indicating their LEDPA determination would be for Alternative 3 – the northern route. We also saw the positive Preliminary Final Environmental Impact Statement earlier this year showing the project can be done responsibly and without harm to the Bristol Bay fishery.
“The decision last year by EPA to withdraw the Obama administration’s pending veto (confirmed by a federal court’s recent dismissal of the case brought by NRDC and others attacking that withdrawal), gives us strong reason to believe that EPA will not veto the USACE Record of Decision for the project. Today’s decision not to file a 3b letter gives us more reason to believe that there will be no veto. This is consistent with our observation that USACE and EPA, and the other cooperating agencies, have been working well together to resolve all outstanding issues. The recent LEDPA announcement is further tangible evidence of that cooperation as we understand other federal agencies preferred the northern transportation corridor alternative.
Marathon Gold Corporation (OTCQX: MGDPF) (TSX: MOZ) recently announced the recommencement of exploration activities at its Valentine Gold Project exploration camp in central Newfoundland. This follows the successful move to the COVID-19 “Alert Level 3” announced by the Newfoundland and Labrador Department of Health and Community Services on June 8, 2020.
Marathon intends to recommence site activities in a staged approach, beginning with one drill rig and support functions and moving to three drill rigs over the coming weeks. Enhanced safety protocols for site access as well as camp and field-based activities have been established, and camp facilities will be expanded to allow for dedicated accommodation for each employee supported by additional housekeeping staff. As of June 8, Newfoundland and Labrador had experienced a total of 261 cases of COVD-19 infection. Two active cases are currently reported in the province, with no new cases having been reported over the previous 11 day period.
Eldorado Gold Corporation (NYSE: EGO) (TSX: ELD.TO) recently announced that it is commencing construction of a three kilometre decline, or tunnel (shown in Figures 1 and 2 below), from the Sigma mill to the 405 metre level of the Triangle mine. The Company is also providing an update on several positive developments in Greece.
“We are pleased to begin construction of the decline at Lamaque this summer. This is a project that we have been advancing for nearly a year and is another step towards further production growth and continued value creation at Lamaque. We would like to thank the government of Quebec and all our local stakeholders for their continued support for this project and our Lamaque operations,” said George Burns President and CEO.
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