Mr. Kevin Bullock reports
NEXGOLD ANNOUNCES US$24 MILLION ROYALTY AND NON-BINDING LOI FOR UP TO US$175 MILLION IN PROJECT FINANCING FOR THE ADVANCEMENT OF THE GOLDBORO GOLD PROJECT
On Sept. 24, 2025, Nexgold Mining Corp. entered into a royalty agreement with an affiliate of Appian Capital Advisory Ltd. in relation to the company's 100-per-cent-owned Goldboro gold project. Under the terms of the agreement, Appian will pay Goldboro Gold Mines Inc. (the subsidiary of Nexgold holding title to the project) consideration of $24-million (U.S.) for a 2.9-per-cent net smelter return royalty covering all minerals produced from the project up until 1.25 million ounces of gold or gold equivalent is achieved and, thereafter, only covering gold for the life of the project. Further details are set out below under royalty transaction details. The transaction is subject to customary closing conditions (including the approval of the TSX Venture Exchange) and is expected to close toward the end of September, 2025.
Additionally, the company has signed a non-binding letter of intent with Appian for a senior secured credit facility of up to $175-million (U.S.) from certain funds advised by Appian for the development and construction of the company's 100-per-cent-owned Goldboro gold project.
Kevin Bullock, president and chief executive officer of Nexgold, commented: "We are excited to announce this strategic partnership with Appian, a leading investor in metals and mining with a track record of identifying and supporting the development of high-quality assets. Appian has undertaken an extensive due diligence process on the Goldboro gold project, and this royalty financing provides Nexgold with important non-dilutive capital to help advance Goldboro towards construction, as well as deleveraging the balance sheet. The structure of the agreement allows us to retain future flexibility, including the option to buy back a significant portion of the royalty and pursue future financings when necessary. We are also pleased to have signed an LOI to work towards project financing with Appian, which will assist in taking Goldboro through construction and into operations."
Royalty transaction details
The company, GGM and Appian have entered into a binding royalty agreement, subject to certain closing conditions (including the approval of the TSX-V) for a purchase price of $24-million (U.S.). In exchange for the purchase price, GGM will issue to Appian the royalty on all minerals produced from the property up until 1.25 million ounces of gold or gold equivalent is achieved and, thereafter, only on gold for the life of the project. This transaction secures for the company a less dilutive source of financing, providing sufficient financing to buy back an existing royalty on the project, buy back certain debt, and help advance the project through project development activities toward project financing and a construction decision while maintaining the robust economics of the project.
In connection with the transaction, the company agreed to grant Appian security over all present and after-acquired property of GGM, including the project and the shares of the entities that own directly or indirectly the project to secure the royalty obligations. The royalty will also be guaranteed by the company and certain of its subsidiaries. The security and guarantees will be released if the buyback (as discussed below) occurs.
Buyback
GGM will have a right at its sole discretion to repurchase a portion of the royalty (effectively bringing the royalty down to 1.0 per cent of net smelter returns), subject to certain timing and payment thresholds being met.
Minimum payments
Prior to commercial production being achieved at the project, certain minimum payments will be implemented if construction of the company's Goliath gold complex project in Ontario is also started or started in advance of the project. No minimum payments are payable if the Goliath project does not begin construction prior to the project achieving commercial production.
Participation right
For a period of three years from the transaction closing date, Appian has a right to negotiate its participation for up to 50 per cent of any project financing with respect to the construction of the project. In addition, during this three-year period, if GGM wishes to solicit offers for a stream or grant an additional royalty interest on the project, Appian will have the first right to offer to purchase the stream or additional royalty interest, which offer may be accepted or denied by GGM.
Closing
The transaction is subject to certain customary closing conditions, including the approval of the TSX-V. The company expects the transaction to close toward the end of September, 2025.
Project financing
The company, GGM and Appian have entered into the LOI to provide for up to $175-million (U.S.) in senior secured credit for the purposes of the construction and development of the Goldboro gold project.
The LOI is a non-binding letter of intent, and entry into definitive transaction documents with respect to the project financing contemplated by the LOI is subject to, among other matters, the negotiation and execution of mutually acceptable definitive transaction documents and the formal approval of the proposed project financing by the board of each of Appian and the company. Further, the consummation of the proposed project financing, even if definitive transaction documents are entered into, would be subject to customary closing conditions for transactions of this nature, including any applicable regulatory and TSX-V approvals. The LOI does not create any agreement, arrangement or understanding between the company and Appian for purposes of any law, rule, regulation, agreement or otherwise, and will not until such time as definitive transaction documentation has been approved by the board of directors of each of Appian and the company and entered into by the parties. There can be no assurance that a definitive transaction will result from the LOI, and details of the terms will be disclosed once a definitive agreement is signed.
Advisers
National Bank Financial acted as financial adviser to the company with respect to the sale of the royalty. Auramet International acted as financial adviser to the company with respect to the project financing facility. Cassels Brock & Blackwell LLP acted as legal adviser to the company. McCarthy Tetrault LLP acted as legal adviser to Appian. No finder fees are payable in connection with the royalty.
About Nexgold Mining Corp.
Nexgold is a gold-focused company with assets in Canada and Alaska. Nexgold's Goliath gold complex (which includes the Goliath, Goldlund and Miller deposits) is located in Northwestern Ontario, and its Goldboro gold project is located in Nova Scotia. Nexgold also owns several other projects throughout Canada, including the Weebigee-Sandy Lake gold project joint venture,and grassroots gold exploration property Gold Rock. In addition, Nexgold holds a 100-per-cent interest in the high-grade Niblack copper-gold-zinc-silver volcanogenic massive sulphide project, located adjacent to tidewater in southeastern Alaska. Nexgold is committed to inclusive, informed and meaningful dialogue with regional communities and indigenous nations throughout the life of all its projects and on all aspects, including creating sustainable economic opportunities, providing safe workplaces, enhancing social value and promoting community well-being.
We seek Safe Harbor.
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