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or Name
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CA



Neworigin Gold Corp
Symbol NEWO
Shares Issued 56,891,683
Close 2023-06-08 C$ 0.035
Market Cap C$ 1,991,209
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Neworigin closes sale of 107 Kinebik claims

2023-06-13 15:41 ET - News Release

Mr. Andrew Thomson reports

NEWORIGIN ANNOUNCES FIRST CLOSING OF KINEBIK SALE AND RESIGNATION OF DIRECTORS

Neworigin Gold Corp., further to its news release of May 17, 2023, has entered into an amended and restated property sale agreement dated June 9, 2023, with O3 Mining Inc., amending the terms of the May 16, 2023, agreement to sell a 100-per-cent interest in the company's Kinebik property, located in Quebec, to O3. The transaction will proceed by way of two separate closings, whereby the company will sell an aggregate 107 of the total 328 mineral exploration claims making up the property for the first closing and the remainder of the mineral exploration claims for the second closing.

The company has completed the first closing for aggregate consideration of $50,000 in cash and 29,467 common shares in the capital of O3. The shares issued to the company pursuant to the first closing are subject to a statutory four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

Pursuant to the amended agreement, the purchase price payable to the company for the second closing will be 58,935 shares. The second closing shall be subject to approval of the disinterested shareholders of the company at the next meeting of the company's shareholders.

The first closing constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 (which incorporates Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions), as O3 is a related party of the company by virtue of being a holder of more than 10 per cent of the outstanding common shares of the company. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 for the first closing as the fair market value the subject matter of the first closing does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the transaction, which the company deems reasonable in the circumstances so as to be able to complete the sale of the non-core property as soon as practicable and use the proceeds towards its flagship property.

The company also announces that Elijah Tyshynski and Alex Rodriquez Tovalino have resigned from the board of directors of Neworigin effective as of the date of the first closing. Mr. Tyshynski and Mr. Rodriguez serve as chief financial officer and vice-president of corporate development of O3, respectively. Neworigin would like to thank them both for their contributions.

The second closing is subject to the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. All shares issuable to the company pursuant to the second closing shall be subject to a statutory four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

About Neworigin Gold Corp.

Neworigin is a Canadian gold exploration company focused on drill discovery at its Sky Lake gold project in the Canadian Shield. Neworigin's management and board have extensive experience in the delineation and development of gold deposits. Neworigin trades on the TSX Venture Exchange under the ticker NEWO.

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