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Home > News > Moneta and Nighthawk...

Moneta and Nighthawk shareholders approve merger

Jan 30, 2024


Nighthawk Gold Corp. and Moneta Gold Inc. have announced that all applicable resolutions in connection with the proposed plan of arrangement involving Nighthawk and Moneta pursuant to which Moneta will acquire all of the issued and outstanding common shares of Nighthawk were approved at the special meeting of shareholders of Moneta  and the special meeting of shareholders of Nighthawk, each held Jan 29th.

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 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 km2 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.

 



Tags: Northern Ontario / Deals & Financial / Gold / All Articles