Goliath Resources has disclosed the conclusion of a strategic, non-brokered private placement involving 5,181,347 units at C$1.93 per unit to McEwen Mining, an arm’s-length party to the company.
The transaction resulted in the issuance of 868,056 shares of McEwen common stock at a deemed price of C$11.52 per share, according to the terms of a subscription agreement.
Upon closing of the transaction, McEwen Mining owns approximately 5.4% of Goliath Resources, with Robert McEwen, chairman and chief owner of McEwen Mining, owning around 3.9% on a partially diluted basis.
Each unit is composed of one ordinary share in the company’s capital and a half-share purchase warrant, leading to the distribution of 2,590,673 warrants.
Each warrant grants the holder the right to purchase one ordinary share at an exercise price of C$2.50 per share, with this option being valid for a period of 12 months from the date of issue.
In line with relevant securities legislation, any issued securities will be restricted by a holding period lasting four months and one day from the date they are issued.
Goliath founder and CEO Roger Rosmus said: “It is with great pleasure to announce the completion of the strategic investment from McEwen Mining. Mr McEwen has made three personal investments in Goliath, and we are delighted to have him and his company as key strategic cornerstone shareholders.
“The endorsement of our Surebet discovery through McEwen Mining and Mr McEwen is exciting to us for key reasons. Rob is a member of the Canadian Mining Hall of Fame due to his success building Goldcorp and as a strategic investor in the mining sector. We are looking forward to our upcoming 2025 drilling season.”
Alongside the subscription agreement, Goliath Resources, McEwen Mining and Robert McEwen have also established a standstill agreement.
Under the agreement, McEwen Mining and Robert McEwen have agreed not to acquire, propose to acquire or approve the acquisition of any Goliath Resources securities that would exceed 9.9% of the total issued and outstanding common shares.
This commitment ensures that their holdings in Goliath Resources will remain below the 9.9% threshold.
This restriction will be in effect for a duration of two years and requires prior written approval from Goliath Resources. This includes any material assets or liabilities of Goliath Resources or its affiliates.
In December last year, McEwen Mining subsidiary McEwen Copper received approval for the environmental impact assessment to advance the Los Azules copper project in San Juan, Argentina.
