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Vancouver, BC, Canada – TheNewswire - April 9, 2025 - MegumaGold Corp. ("MegumaGold" or the "Company") provides an update on the Company’s operations and business strategy.
Financial and Operations
On March 3, 2025, the Company filed its interim financial statements for the 9-month period ended December 31, 2024 (the “FS”) and its management discussion & analysis for the corresponding period (the “MD&A”).
This news release contains a summary of the Company's financial results for the third quarter of fiscal 2025 and readers should refer to the FS and MD&A posted on the Company’s profile at SEDAR+ (www.sedarplus.ca).
The Company’s current assets as at December 31, 2024 was $81,826 compared to $111,924 for the year-ended March 31, 2024. During the same 9-month period end, the Company’s total liabilities decreased to $1,522,870 compared to total liabilities of $1,721,992 for the year-ended March 31, 2024. Expenses for the 9-month period ended December 31, 2024 was $330,787 compared to expenses of $306,495 for the 9-month period ended December 31, 2023. As at March 31, 2024 and December 31, 2024, the Company had 220,337,723 issued common shares. The Company did not issue any shares during the periods ended December 31, 2024 and 2023.
During the quarter ended December 31, 2024, the Company entered into a definitive mining property acquisition and operation agreement (the “Agreement”) with Maritimes Gold Corp. (“MGC”) and MGC’s wholly owned subsidiary, Maritimes Gold JV Corp. (“JVCo”), dated effective October 17, 2024. Under the terms of the Agreement, Meguma agreed to transfer all of its mining tenures in Nova Scotia and Newfoundland, held either directly or through its wholly-owned subsidiaries (the “Properties”), to JVCo, in exchange for a 20% equity interest in JVCo. Under the terms of the Agreement, Meguma is entitled to appoint one of JVCo’s three directors. Meguma’s 20% equity interest in JVCo will remain a carried interest and will not be subject to dilution until JVCo has secured an aggregate amount of US$40,000,000 in funding for the ongoing exploration and development of the Properties. Thereafter, Meguma retains pro rata rights to participate in any subsequent financings of JVCo in order to maintain its 20% interest. The funding obligation of MGC and JVCo includes a right of Meguma to elect to reclaim the Properties if JVCo has not secured aggregate funding of at least US$5,000,000 within four years of closing, provided that this right will terminate upon MGC completing a listing of its securities on a recognized stock exchange.
The Company believes that this transaction represents the best way forward and is in the best interests of shareholders, given the challenges of raising capital and competing for investor attention in the current difficult capital environment. The Company is confident that MGC will be able to raise the necessary capital to advance the impressive portfolio of assets that Meguma has assembled over the past several years.
Meguma continues to own the ElmTree Project and the Genius Option Agreement (see note #4 in the FS for further details on these properties), while actively pursuing suitable business opportunities and maintaining a flexible capital structure or the benefit of its stakeholders. The Company is currently in the process of completing its fiscal year 2025 financial statements and MD&A, which are expected to be filed on SEDAR+ by July 29, 2025.
Board of Directors Change
The Company also announces that Mike Taylor has resigned from his position as a member of the Board of Directors, effective April 3rd, 2025. We thank Mr. Taylor for his services.
Other Matters
The Company also announces that it will be consolidating all of the issued and outstanding common shares ("Common Shares") on the basis of one (1) post-consolidation Common Share for each one hundred (100) pre-consolidation Common Shares (the "Consolidation").
The Consolidation is expected to result in the number of issued and outstanding Common Shares being reduced from 220,337,723 pre-consolidation Common Shares to approximately 2,203,377 post-Consolidation Common Shares. The exercise or conversion price of warrants and stock options and the number of Common Shares issuable thereunder will also be proportionately adjusted upon completion of the Consolidation.
No fractional shares will be issued as a result of the Consolidation. All fractions of Common Shares will be rounded down to the next lowest whole number. No cash consideration will be paid in respect of fractional shares. The new CUSIP number for the Consolidation is 58518M203 and the ISIN number is CA58518M2031. The effective date for the Consolidation and the new CUSIP and ISIN numbers is April 10, 2025.
The Company believes the Consolidation will streamline its share structure, improve its ability to attract strategic investors, facilitate future financings on more favourable terms, and better reflect the underlying value of its assets, including the ElmTree Project. The Consolidation also aligns the Company’s share capital with prevailing norms for companies at a similar stage of development, positioning it for future corporate initiatives.
On behalf of Board of Directors
Fred Tejada
Interim CEO and Director
MegumaGold Corp.
For more information contact, please contact the Company at +1 (604) 687-2038.
MegumaGold Corp. is a Canadian junior gold exploration company engaged in the business of acquiring, exploring, and developing natural resource properties.
Forward-Looking Statements
All statements in this presentation, other than statements of historical fact, are "forward-looking information" with respect to MegumaGold within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to estimated mining costs. MegumaGold provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, as well as those risks and uncertainties identified and reported in MegumaGold’s public filings under its SEDAR profile at www.sedar.com. Although MegumaGold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
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