Finally update from managrmentSurprise of share consolidation and PP
"
Vancouver, BC - TheNewswire - July 13, 2023 - Medgold Resources Corp. (TSX-V:MED) (FRA:1XD) (“Medgold”) is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the “TSXV”) for the proposed reverse takeover transaction (the “Acquisition”) pursuant to which Medgold is to acquire all of the issued and outstanding common shares of Balkan Metals Corp. (“BMC”). At closing, Medgold’s name is to be changed to “Electrum Metals Group Corp.” (the “Name Change”) and its shares are to be consolidated on a 16:1 basis (the “Share Consolidation”). The resulting issuer after the Acquisition (the “Resulting Issuer”) will be the largest holder of highly prospective exploration ground in the Republic of Serbia with mineral rights covering close to 1,000 square kilometers. The TSXV’s final acceptance of the Acquisition is subject to Medgold’s completion of all remaining filing requirements of the TSXV. The parties are continuing to work closely together to satisfy the remaining conditions precedent to completion of the Acquisition, including seeking approval by the Medgold shareholders, as well as completing the proposed $2.0 million non-brokered private placement offering of subscription receipts of BMC (the “ConcurrentFinancing”). An annual and special meeting of the Medgold shareholders has been set for August 31, 2023 in order for Medgold to seek and obtain shareholder approval of the Acquisition, the Name Change, the Share Consolidation and other matters.
Key Terms of the Concurrent Financing
BMC is to complete a non-brokered private placement of a minimum of 10,000,000 subscription receipts (the “Subscription Receipts”) at a price of $0.20 per Subscription Receipt to raise a minimum of $2,000,000. The gross proceeds of the Concurrent Financing will be held in escrow until the satisfaction of all conditions precedent to the completion of the Acquisition. Upon these conditions being met, the proceeds will be released to the Resulting Issuer and each Subscription Receipt will be automatically exchanged, for no additional consideration, into one unit of the Resulting Issuer (a “Unit”).
Each Unit will consist of one common share of the Resulting Issuer (a “Resulting Issuer Share”) and one share purchase warrant entitling the holder to purchase one additional Resulting Issuer Share for a period of two years following closing of the Acquisition at a price of $0.25 in the first year and thereafter at a price of $0.30. The warrants will be subject to an acceleration clause such that if the volume weighted average trading price for the Resulting Issuer Shares on the TSXV is greater than $0.50 for a period of 10 consecutive trading days, the Resulting Issuer may give notice to the warrant holders that the warrants will expire 30 calendar days after receipt of such notice.
Finder's fees may be paid on all or a portion of the Concurrent Financing. The net proceeds of the Concurrent Offering are intended to be used to fund the first phase of an exploration program on the Timok East Project and for the Resulting Issuer’s working capital and general corporate purposes.
Trading in Medgold’s common shares continues to be halted and is expected to remain halted until completion of the Acquisition."