Smithe Resources Corp. announces a definitive agreement to acquire all outstanding securities of TGC Gold Corp. in a business combination transaction, marking Smithe's qualifying transaction. This deal will result in the creation of 'Toogood Gold Corp.' focused on exploring the Toogood Gold Project in Newfoundland and Labrador.
Smithe Resources Corp. (TSXV: SMTH.P) announced it has entered into a securities exchange agreement with TGC Gold Corp. to acquire all outstanding securities of TGC. This business combination is anticipated to be Smithe's qualifying transaction under Policy 2.4. The transaction will be structured as a securities exchange among Smithe, TGC, and TGC Securityholders.
Holders of TGC's 19,600,000 issued and outstanding common shares will receive shares in the Resulting Issuer, which will continue TGC's business under the name 'Toogood Gold Corp.' The Resulting Issuer's primary focus will be the exploration of the Toogood Gold Project. Certain shares issued in the transaction may be subject to resale or escrow restrictions under TSXV policies. A finder's fee of 1,375,000 Smithe Shares will also be paid upon closing. The completion of the transaction is subject to several conditions, including no material adverse changes in either Smithe or TGC, obtaining necessary consents, orders, regulatory and shareholder approvals (including conditional approval from the TSXV), completion of a name change, concurrent financing, and a technical report for the Toogood Gold Project prepared in accordance with National Instrument 43-101. Upon completion, the Resulting Issuer is expected to be listed as a Tier 2 mining issuer on the TSXV. TGC is a private mining company incorporated in British Columbia, holding an option agreement for a 100% interest in 16 mineral licenses comprising 481 claims in Newfoundland and Labrador, known as the Toogood Gold Project. This project spans 118 sq-km and 28 km of strike length along a regional structural corridor known for gold deposits. Prospector completed a maiden drill program in 2022 with 26 HQ-size diamond drillholes, yielding assay results including 23.90 g/t Au over 3.65 m, 18.27 g/t Au over 4.25 m, and 9.40 g/t Au over 3.18 m. High-grade gold mineralization is hosted within a felsic dyke and extends for 200 m along strike and 120 m down-dip. The property offers excellent access via multiple paved highways and roads, and is fully permitted for drilling. The Toogood Gold Project is located in northeast Newfoundland's Notre Dame Bay, approximately 90 km north of Gander, NL. It lies at the northeast extent of the Exploits Subzone, a major structural corridor in central Newfoundland. The Exploits Subzone encompasses 200 km across Newfoundland and hosts numerous significant gold deposits, including the Valentine Lake Project. The Valentine Lake Project possesses estimated proven and probable mineral reserves of 2.7 Moz (51.6 Mt at 1.62 g/t Au), a mineral resource estimate for total measured and indicated mineral resources (inclusive of the mineral reserves) of 3.96 Moz (64.62 Mt at 1.90 g/t Au), and additional inferred mineral resources of 1.10 Moz (20.75 Mt at 1.65 g/t Au) (refer to 'Valentine Gold Project NI 43-101 Technical Report and Feasibility Study' dated effective November 30, 2022 by James Powers et al.). Calibre Mining acquired the Valentine Lake Project for $350M in 2023
Mining Acquisition Business Combination Gold Exploration Newfoundland
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