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Radio Fuels Energy firms up NV King acquisition
2024-08-26 12:11 ET - News Release
Mr. Philip O'Neill reports
RADIO FUELS & NV KING GOLDLANDS ANNOUNCE BUSINESS COMBINATION
Radio Fuels Energy Corp. and NV King Goldlands Inc. have entered into a definitive arrangement agreement, dated Aug. 26, 2024, whereby Radio Fuels will acquire all of the issued and outstanding shares of NV King.
The business combination will be completed pursuant to a statutory plan of arrangement whereby all of the outstanding NV King shares will be exchanged for common shares of Radio Fuels. The shareholders of NV King will hold 40 per cent of the issued and outstanding Radio Fuels shares following completion of the transaction.
Highlights:
- Radio Fuels will continue to provide unparalleled leverage to uranium and rare earth elements through its 100-per-cent ownership of the Eco Ridge project.
- Radio Fuels will add significantly to its project portfolio, becoming the largest junior gold explorer in Nevada when measured by mineral tenture. The NV King property portfolio currently ranks as the third largest in Nevada behind just Nevada Gold Mines (Barrick/Newmont JV (joint venture)) and Kinross Gold Corp.
- Radio Fuels will attain exposure to the Atlanta gold mine project, currently being advanced by Nevada King Gold Corp., through the 3-per-cent net smelter royalty held by NV King.
- NV King shareholders will benefit from exposure to the Eco Ridge project and reduced future share dilution.
- The combined entity will have a strong balance sheet with approximately $20-million in cash and marketable securities.
- As NV King shares are not currently listed on any public stock exchange, the transaction will provided NV King shareholders with Radio Fuels shares that are CSE listed.
Phil O'Neill, chief executive officer of Radio Fuels Energy, commented: "With gold breaking out to all-time highs, we are excited to announce this agreement with NV King Goldlands. The NV King team has spent nearly a decade assembling a world-class portfolio of advanced exploration assets located along the prolific Battle Mountain/Cortez trend. Combined with our strong balance sheet, the transaction represents a significant opportunity to expand on Radio Fuels' existing assets while also providing value to the existing shareholders of NV King."
Further transaction details
The respective boards of directors of Radio Fuels and NV King have unanimously approved the arrangement agreement and the terms of the transaction. The key conditions to the completion of the transaction are approval of the plan of arrangement by the shareholders of NV King, approval of the British Columbia Supreme Court and approval of the Canadian Securities Exchange. No finder's fee is payable in connection with the transaction. The company will seek CSE approval as soon as practicable.
Following completion of the transaction, the company's board of directors is expected to consist of Radio Fuels current board of directors. Management of the company will continue to be led by Radio Fuels current senior management team.
Full details of the transaction will be included in the arrangement agreement and materials to be mailed to the shareholders of NV King for the shareholder meeting of NV King required in connection with the transaction. The NV King board of directors unanimously recommends that NV King shareholders vote in favour of the transaction.
In connection with the transaction, Radio Fuels has determined not to proceed with its previously announced spinout of the company's Elliot Lake assets.
The transaction is expected to close in Q4 2024.
About NV King Goldlands Inc.
NV King Goldlands is the third-largest mineral claim holder in the State of Nevada, behind Nevada Gold Mines (Barrick/Newmont) and Kinross Gold. Starting in 2016, the company has staked large project areas hosting significant historical exploration work along the Battle Mountain trend located close to current or former producing gold mines. These project areas were initially targeted based on their potential for hosting multimillion-ounce gold deposits and were subsequently staked following a detailed geological evaluation. District-scale projects in Nevada King's portfolio include (1) the Iron Point project, located 35 km east of Winnemucca, Nev., and (2) the Lewis and Horse Mountain-Mill Creek projects, both located between Nevada Gold Mines' large Phoenix and Pipeline mines.
About Radio Fuels Energy Corp.
The company is a junior natural resource company focused on providing exposure to uranium and other commodities through the investment, acquisition, exploration and development of projects and companies.
We seek Safe Harbor.
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