The board of directors of Northgold AB, Reg. No. 559273-9626, has today completed the closing regarding the sale of the company's wholly owned subsidiaries (the "Transaction") and will therefore apply for voluntarily liquidation in accordance with the decision from the company's extraordinary general meeting on 22May 2025. The company's shares will be delisted from Nasdaq First North Growth Market.
• 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 subsidiaries.
- 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.
- Nasdaq Stockholm decided, on 23 May 2025, to delist the company's shares provided that the Transaction was completed.
• 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.
Now that 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 works 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.
• Timeline
The last day of trading in the company's shares is expected to be today, 4 June 2025.
