HighGold Mining Inc. (TSX-V:HIGH, OTCQX:HGGOF) (“HighGold”) and Onyx Gold Corp. (“Onyx Gold”) are pleased to announce that HighGold and Onyx Gold have closed their previously announced spin-out transaction, by way of a court-approved statutory plan of arrangement (“Arrangement”) under the Business Corporations Act (British Columbia), pursuant to which HighGold’s Ontario and Yukon exploration properties (the “Properties”) were spun-out to Onyx Gold.
Pursuant to the Arrangement, among other things:
- HighGold transferred all of the outstanding common shares of Epica Gold Inc. (“Epica”), the subsidiary owning the Properties, to Onyx Gold;
- In consideration of the foregoing, Onyx Gold issued to HighGold: (i) for the purposes of the HighGold share exchange described directly below, the respective number of common shares in the capital of Onyx Gold (“Onyx Gold Shares”), equal to the number of common shares in the capital of HighGold (“HighGold Shares”) outstanding immediately prior to the effective time of the Arrangement, multiplied by 0.25; and (ii) 5,000,000 Onyx Gold Shares (the “Retained Shares”). HighGold will retain the Retained Shares as well as HighGold’s remaining assets and working capital, and continue as a mineral exploration company; and
- Each existing HighGold Share held by a HighGold shareholder will be exchanged for a new HighGold Share and 0.25 of an Onyx Gold Share.
The CUSIP of the new HighGold Shares will be “42984X109”.
Onyx Gold has applied to list the Onyx Gold Shares on the TSX Venture Exchange (the “TSXV”). Listing of the Onyx Gold Shares is subject to the approval of the TSXV. There can be no assurance as to if, or when, the Onyx Gold Shares will be listed or traded on the TSXV or any other stock exchange.
Exchange of Securities
HighGold Shareholders that hold their HighGold Shares through an intermediary (i.e., broker) will receive the consideration payable to them pursuant to the Arrangement through their broker or other intermediary. Such non-registered HighGold Shareholders should contact their intermediary for instructions and assistance in receiving the Arrangement consideration.
Registered HighGold Shareholders will be required to file a Letter of Transmittal with Computershare Investor Services Inc. in order to receive the consideration to which they are entitled. Registered HighGold Shareholders of record on April 25, 2023 should have received a Letter of Transmittal by mail. Registered HighGold Shareholders requiring assistance to exchange their HighGold Shares may contact Computershare for assistance at 1-800-564-6253.
In addition, in accordance with the terms of the Arrangement, the holders of HighGold options will exchange their options for new options of HighGold, as well as 0.25 of an equivalent security in Onyx Gold. Holders of HighGold warrants will be entitled, upon exercise, to receive one HighGold Shares and 0.25 of an Onyx Gold Share.
For additional details on the Arrangement, shareholders are encouraged to read HighGold’s information circular dated April 25, 2023, which is also available for review under HighGold’s profile on SEDAR at www.sedar.com.
About HighGold
HighGold is a mineral exploration company focused on high-grade gold projects located in North America. HighGold’s flagship asset is the high-grade Johnson Tract Gold-Zinc-Copper Project located in accessible Southcentral Alaska, USA. HighGold’s experienced Board and senior management team, are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally/socially responsible mineral exploration.
