Vancouver, Canada – TheNewswire – June 28, 2022 – Nexus Gold Corp. (“Nexus Gold“or the”Company”) (TSXV: NXS), (OTC: NXXGF), (FSE: N6E) announces its intention to spin-out (the “Dilute”) the Company’s existing Canadian projects (collectively, theCanadian projects”), which include the McKenzie Gold Project, located in Red Lake, Ontario, and the 13,000 hectare Cyclone Gold-Nickel-Copper Project, located in the James Bay region of Quebec.
In anticipation of the spin-off, the Company is transferring all of its rights to the Canadian projects to Nexus Metals Corp. (“Related metals”), a newly created subsidiary of the Company. A total of 45,390,465 shares of Nexus Metals will then be distributed on a pro rata basis to shareholders of the Company pursuant to a plan of arrangement conducted in accordance with Business Corporations Act (British Columbia). Based on the Company’s current outstanding share capital, it is expected that current shareholders will receive approximately 1 Nexus Metals share for every 7 Company shares they hold on the record date of the Spinout.
The Spinout is intended to allow the Company to separate its assets for the purpose of more targeted marketing and funding opportunities. After the spin-off, the Company will continue to develop its projects in West Africa while seeking other international opportunities, while Nexus Metals will focus on Canadian projects and the search for North American-based opportunities.
“With the emergence of the McKenzie Gold Project in Red Lake and the Dakouli 2 Gold Concession in Burkina Faso, West Africa as viable, stand-alone development projects, the Board believes the time is right. come to give both projects a more singular focus,” said President and CEO Alex Klenman. “By selling the Canadian assets to a new reporting issuer, we are able to pursue regional acquisitions and financing opportunities. By keeping the Burkina Faso assets in Nexus, we can follow a similar dedicated path with an international focus. This plan separates assets for financial and marketing purposes, enhances both acquisition and capital opportunities, and creates what we believe is a less restrictive pathway for the emergence of project value. We believe this is the best course of action to pursue the next phase of development of our projects and we look forward to executing the plan in the months ahead,” Mr. Klenman continued.
The Company is also currently performing due diligence on several potential project acquisitions for both companies to coincide with the proposed spin-out transaction.
“We are currently reviewing advanced projects for both entities,” CEO Alex Klenman said. “Nexus Metals will expand its scope to include not only gold, but also other high-demand materials, including lithium and potentially copper as well. For Nexus Gold, we are looking for opportunities to acquire precious metals projects with established resources or that include enough data to suggest that one is not too far off. We have an opportunity here to change the landscape of Nexus, and the board is fully committed to creating a situation where value can be realized,” Mr. Klenman continued.
The completion of the Spinout is subject to the approval of the TSX Venture Exchange and the Supreme Court of British Columbia, as well as the approval of the shareholders of the Company at a special meeting to be held on August 2022 (the “Meeting”). Further information regarding the Spinout is available in the management information circular sent to shareholders in connection with the Meeting, a copy of which will be available under the Company’s profile on SEDAR (www.sedar.com).
The Board of Directors has not yet determined a record date for the distribution of Nexus Metals shares upon completion of the Spinout, and further details regarding the completion of the Spinout will be provided in a subsequent press release. Following completion of the Spin-Out, Nexus Metals will become a reporting issuer under applicable Canadian securities laws. Although the Company intends to apply for the listing of Nexus Metal on a Canadian stock exchange, the completion of any listing will be subject to Nexus Metals fulfilling the listing requirements.
The Company also announces that it has entered into an agreement with an independent service provider to settle an outstanding debt (the “Payable”) in the amount of $50,000 related to the provision of accounting services to the Company. In settlement of the debt, the Company has agreed to issue 1,000,000 common shares at a deemed price of $0.05. Completion of the settlement remains subject to the approval of the TSX Venture Exchange. The common shares issued pursuant to the settlement will be subject to resale restrictions for a period of four months and one day in accordance with applicable securities laws.
About the company
Nexus Gold is a Canadian gold exploration and development company with an extensive portfolio of projects in Canada and West Africa. The Company is primarily focused on its wholly-owned Dakouli 2 gold concession in Burkina Faso, West Africa, and the McKenzie gold project, located in Red Lake, Ontario. The Company is focused on developing its core assets while seeking joint ventures, earn outs and strategic partnerships for other projects in its portfolio.
For more information, please visit nxs.gold
On behalf of the Board of Directors of
NEXUS GOLD CORP.
President and CEO
Neither the 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. This press release may contain forward-looking statements. These statements are based on current expectations and assumptions which are subject to risks and uncertainties. Actual results could differ materially due to factors discussed in the Management’s Discussion and Analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and regulators. Canadian law applicable to securities. We undertake no obligation to update forward-looking statements, except as required by applicable law.