TOMAGOLD CORPORATION today announced that its Board of Directors has approved, in principle, a strategic reorganization of the Corporation's assets pursuant to which the Corporation would spin out (the "Spin-Out") its interests in the Monster Lake and Irene Lake exploration projects (the "TomaGold Exploration Assets") into a newly incorporated subsidiary ("Monster Exploration"), with the intent of listing Monster Exploration on the TSX Venture Exchange, and that the Corporation has entered into two letters of intent with arm's length parties, with respect to the acquisition by Monster Exploration of interests in two additional gold projects in the vicinity of Monster Lake: Anik from Kintavar Exploration Inc. and Diego from a private individual.
TomaGold will continue to hold its interests in its other projects in Quebec and Ontario. Subsequent to, or in connection with the completion of the Spin-Out, TomaGold intends to pursue capital market opportunities and to consolidate its share capital.
It is proposed that the transaction be carried out by way of statutory plan of arrangement (the “Arrangement”) pursuant to the Canada Business Corporations Act. Under the terms of the Spin-Out, shareholders of TomaGold would exchange their existing common shares of TomaGold for the same number of new common shares of TomaGold (having the identical terms of the existing TomaGold common shares) and common shares of Monster Exploration. The number of common shares of Monster Exploration to be issued to each TomaGold shareholder under the Spin-Out has not yet been determined, but the TomaGold Exploration Assets are expected to be transferred at a valuation of C$22,660,000based on an independent valuation and fairness opinion. There would be no change in the shareholders’ holdings in TomaGold as a result of the Spin-Out.
Concurrent with the Spin-Out, the Corporation intends to complete a financing (the “Financing”) into Monster Exploration for minimum gross proceeds of C$8,000,000. The net proceeds of the Financing will be used to fund, among other things, the working capital of Monster Exploration, exploration work and potential future acquisitions. Further terms and conditions shall be set out in the form of a subscription agreement that will be made available to interested eligible investors, who are directed to contact the Corporation by email.
“Spinning out our Monster Lake assets will create a tremendous opportunity for our shareholders and for investors that wish to be part of an area play with great potential,” said David Grondin, President and Chief Executive Officer of TomaGold. “Monster Exploration’s main asset will be the Monster Lake deposit, which has a high-grade inferred resource of 1,109,700 tonnes at 12.14 g/t Au, for 433,300 ounces of contained gold1. It will also include several promising underexplored projects and an enhanced technical team with a recognized expertise for exploring mining projects in Quebec, and will be well funded once the private placement closes.”
“For its part, TomaGold will be able to focus on its wholly owned Obalski project, as well as its Sidace Lake and Baird properties, which also hold promising value,” added Mr. Grondin.
BACKGROUND AND TRANSACTION
The Letters of Intent arose out of discussions with mining companies that had projects around TomaGold’s flagship Monster Lake project and sought to consolidate the properties and management’s operational know-how in the region. The Corporation plans to create Monster Exploration as a stand-alone entity for these projects in order to increase the potential of the Monster Lake project through consolidation and capitalize on the positive global gold market anticipated in the coming years. Monster Exploration is anticipated to have some overlap with TomaGold regarding directorships and management, but new people with strong skill sets will be incorporated into the team. The final management structure of Monster Exploration will be announced in conjunction with the final terms of the Spin-Out, but will include David Grondin as President and Chief Executive Officer, Alain Cayer as Vice President Exploration and Kiril Mugerman as Chairman of the Board. Monster Exploration will have separate sources of funding and independent operations.
Management anticipates that upon the closing of the Spin-Out and the Financing, approximately 63% of the issued and outstanding common shares of Monster Exploration will be owned by TomaGold shareholders of record, while participants in the Financing will own approximately 22% and Kintavar will own approximately 14%.
Further details of the Spin-Out and Arrangement will be provided in the management information circular to be mailed to shareholders of TomaGold and filed on SEDAR in connection with the meeting of shareholders to be held to approve the transaction, currently planned for the spring of 2019.
The Arrangement remains subject to (i) the approval of the shareholders of TomaGold, (ii) the receipt of a final court order from the Superior Court of Quebec and (iii) the approval of the TSXV for the listing of Monster Exploration. Notwithstanding receipt of all requisite approvals, the directors of TomaGold reserve the right to elect not to proceed with the Arrangement and the Spin-Out.
It is planned that Monster Exploration, upon going public, will have interests in two additional gold projects in addition to its 50% interest in the Monster Lake Project and 100% interest in the adjacent Irene Project, subject to completion of the acquisition transactions with Quinto Resources Inc. (TSXV: QIT) and Brunswick Resources Inc., respectively. The two projects are described below.
The Anik gold project (“Anik”) is located 40 km southeast of the town of Chapais and 55 km to the south of the town of Chibougamau, in Québec. The project consists of 120 claims totalling 6,700 hectares.
Most of the project area can be accessed via the gravel road linking the former Joe Mann Mine to Route 167, a paved road connecting the Lac Saint-Jean region to Chibougamau. The nearby towns of Chapais, Chibougamau and Oujé-Bougoumou provide facilities and a workforce for exploration and mining development. The southeast claims block is crossed by a Hydro-Québec high-voltage power line.
Located in the Opawica-Guercheville deformation corridor, host to several gold mines and deposits, the eastern portion of the property is located less than 7 km from the Joe Mann mine and the Lac Meston and Philibert deposits. The western portion of the property is located less than 10 km to the south of the Monster Lake and Fancamp gold projects. In addition, the main gold zones of the Nelligan property, a joint venture between Vanstar Resources and IAMGOLD, are surrounded to the north, south and east by Anik property boundaries at a distance of less than 1,500 metres.
TomaGold and Kintavar have entered into a letter of intent whereby Monster Exploration will acquire 100% of Kintavar’s interest in and to Anik and the related assets and liabilities comprising Anik (the “Anik Transaction”), including: (i) the right of Société de Développement de la Baie James (“SDBJ”) to be granted a 0.1% net smelter return royalty affecting Anik, which may be purchased for C$125,000, the whole pursuant to the terms and conditions of a financing agreement entered into between Innord Inc., a subsidiary of Géomega Resources Inc., and SDBJ and (ii) the right of Administration Régionale Baie-James (“ARBJ”) to be granted a 0.1% net smelter return royalty affecting Anik, which may be purchased for C$125,000, the whole pursuant to the terms and conditions of a financing agreement entered into between Innord Inc. and ARBJ.
The consideration for the Anik Transaction will be $5,000,000, payable by the issuance to Kintavar of common shares of Monster Exploration, at a deemed price per share equal to the Financing price, at the closing of the Anik Transaction (the “Anik Consideration Shares”).
The Anik Consideration Shares will be issued to Kintavar pursuant to a prospectus exemption under Canadian securities laws and will be subject to a hold period of four month and a day in Canada.
The Anik Transaction is subject to certain conditions, including (i) the completion of the Financing and the Spin-Out before or concurrently with the Anik Transaction, (ii) the appointment of two directors of Monster Exploration by Kintavar and (iii) the approval of the TSXV. Kintavar has agreed to deal exclusively with TomaGold until June 30, 2019.
The Diego gold project (“Diego”) is located on the northwest border of the Lac Doda property.
TomaGold and Antoine Fournier (“AF”) have entered into a letter of intent whereby Monster Exploration will acquire 100% of AF’s interest in and to Diego and the related assets and liabilities comprising Diego (the “Diego Transaction”).
The consideration for the Diego Transaction will be $160,000, payable by the issuance to AF of common shares of Monster Exploration, at a deemed price per share equal to the Financing price, at the closing of the Diego Transaction (the “Diego Consideration Shares”).
The Diego Consideration Shares will be issued to AF pursuant to a prospectus exemption under Canadian securities laws and will be subject to a hold period of four month and a day in Canada.
The Diego Transaction is subject to certain conditions, including (i) the completion of the Financing and the Spin-Out before or concurrently with the Diego Transaction and (ii) the approval of the TSXV. AF has agreed to deal exclusively with TomaGold until June 30, 2019.
Upon closing of the Spin-Out, the assets of Monster Exploration and TomaGold will be divided as follows:
- Monster Lake joint venture: 50% interest in the Monster Lake, Winchester and Lac à l’eau jaune properties (IAMGOLD 50%)
- 100% interest in six adjacent properties (Monster Lake East, Monster Lake West, Anik, Lac Doda, Irene Lake and Diego)
- 70% interest in the Hazeur property
As a result, the new consolidated Monster Lake sector will consist of 610 claims covering 311 square kilometres.
- 100% interest in the Obalski property
- 39.5% interest in the Sidace Lake property (Goldcorp 60.5%)
- 24.5% interest in the Baird property (Goldcorp 51%, New Gold 24.5%)
- 1,752,000 common shares of Quinto Resources Inc.
Source: Company Press Release