DDV Gold Limited entered into a binding agreement to acquire NSGold Corporation from a group of shareholders for CAD 7.4 million.
Upon completion, it is expected that NSGold will be delisted from the TSX Venture Exchange. Amalgamation is subject to approval by NSGold shareholders, NSGold obtaining required regulatory approvals and satisfaction of certain conditions set out in Agreement. The transaction is subject to completion of due diligence investigation by DDV Gold, dissent rights have not been exercised by shareholders of target holding in the aggregate more than five percent of the outstanding shares, conditional approval of TSXV and third-party approvals. NSGold has called a special meeting of shareholders, to be held on February 15, 2022, to vote on Amalgamation. Van Hoof Industrial Holdings Ltd. which owns 8,554,827 common shares of NSGold, and three other directors of NSGold, who own an aggregate of 367,101 common shares, representing in aggregate 8,921,928 shares or 50.54% of outstanding shares of NSGold, have entered into Support and Voting Agreements with DDV under which they have each agreed irrevocably to support and vote their shares in favor of Amalgamation. Amalgamation is expected to take effect shortly after special shareholders' meeting. Board of Directors unanimously recommends that shareholders vote for the special resolution. Board of Directors of NSGold unanimously approved entering into Acquisition Agreement. The board of directors of DDV Gold approved the transaction. As of February 15, 2022, NSGold shareholders approved the proposed amalgamation.
Fasken Martineau DuMoulin LLP acted as a legal advisor and IBK Capital Corp. acted as a fairness opinion provider to NSGold. Cox & Palmer LLP acted as legal advisor to DDV Gold. Computershare Investor Services LLC acted as transfer agent to NSGold.