The board of directors of Northgold AB, Reg. No. 559273-9626, has today submitted a formal application to Nasdaq Stockholm AB for the company's shares (ticker: NG) to be delisted from Nasdaq First North Growth Market. The application follows the company's previously announced decision to divest all operating assets (the "Transaction") and the resolution on voluntary liquidation adopted by today's extraordinary general meeting, 22 May 2025.
• Background
- On 11 April 2025 the board resolved to initiate a structured process to divest the entire business through the sale of the company's wholly owned subsidiary.
- At the extraordinary general meeting held on 22 May 2025 it was resolved, in accordance with Chapter 25 of the Swedish Companies Act (2005:551), that the company shall enter into voluntary liquidation.
• Post-Transaction plans
The consideration in the Transaction comprises a combination of 70,000,000 newly issued shares in Nordic Resources (the "Consideration Shares") and SEK 2,000,000 in cash, to be paid upon completion, which is expected to occur on or around 4 june 2025.
Provided that the Transaction is completed, the assets of Northgold will primarily consist of shares in Nordic Resources, and the company will no longer have any operational business. In light of this, the board intends to work towards an orderly winding-up of the company by voluntary liquidation and that the Consideration Shares and any excess cash be distributed to the shareholders as a distribution in liquidation.
Shareholders in Northgold will receive shares in Nordic Resources, listed on the Australian Securities Exchange, pro rata to their holdings in Northgold upon completion of the liquidation.
For technical reasons, the Consideration Shares will initially be issued as so-called "Issuer Sponsored", meaning that the shares will be registered in Nordic Resources' share register and allocated to the underlying shareholders of Northgold as per the applicable record date. Assuming a successful completion of the liquidation, each shareholder will receive a physical holding statement by post and will thereafter have the option to transfer their shares to a securities account with a bank, broker, or other custodian in order to trade them. Issuer Sponsored shares may also be transferred and traded without a broker via an off-market transfer form executed directly with a direct counterparty, if preferred.
• Rationale for delisting
In light of the fact that, following completion of the divestment, the company will no longer conduct any operational business and will be liquidated, the board considers that the conditions for continued listing are no longer met.
• Timeline
The company has requested that Nasdaq Stockholm determine the last trading day to be 4 June 2025. Nasdaq will announce the final date once the application has been processed. Trading in the share will continue as usual until further notice.
• Obligations during the delisting process
The company will continue to fulfil all disclosure obligations under the EU Market Abuse Regulation (MAR) and the Nasdaq First North Growth Market Rulebook until the delisting has been completed.
