Aya Gold & Silver Announces Spinout and Creation of Growth-Focused Gold Venture

MONTREAL, Sept. 12, 2024 (GLOBE NEWSWIRE) -- Aya Gold & Silver Inc. (TSX: AYA; OTCQX: AYASF) (“Aya” or the “Corporation”) is pleased to report that it has entered into non-binding term sheets for the spinout of its Amizmiz Gold Project (the “Amizmiz Property”) in the Kingdom of Morocco and the granting of an option on its Tijirit Project in the Islamic Republic of Mauritania to Mx2 Mining (“Mx2” or “SpinCo”), a new North Africa-dedicated gold growth company backed by Aya with the participation of Richard Clark as its Executive Chairman and Adam Spencer as its President and CEO (the “Transaction”). The Transaction is subject to confirmatory due diligence and market standard closing conditions. All amounts are in Canadian dollars unless otherwise stated.

In connection with the spinout, Aya will transfer its rights to the Amizmiz Property, which it owns through a subsidiary, to Mx2 who will concurrently raise a minimum of $7.5 million, of which Aya will invest an amount of $1 million. As a result of spinout and the concurrent financing, Aya will become a majority shareholder of Mx2 and will have two representatives on the Board of Directors to support the team going forward.

• Highlights
  • Formation of Mx2, a new North Africa-dedicated gold growth company backed by Aya:
  • Amizmiz Gold Project (Morocco)
    • Historic resource of 342,000 ounces (‘oz’) at 12.98 grams per tonne (‘g/t’) gold (‘Au’)
    • 2,400 meter drill program underway to validate +1 million oz Au potential.
    • Mining permit valid until 2029 and renewable.
  • Exclusive option to acquire Tijirit Gold Project (Mauritania)
    • Measured and indicated mineral resources of 292,600 oz at 2.19 g/t Au and an inferred mineral resource of 533,200 oz at 1.63 g/t Au.
    • Mx2 can maintain option by covering minimum spend requirements for 3 years.
    • Development opportunity with consolidation potential.
  • Experienced team and board from Aya, and senior mining executives with top tier pedigree from Red Back Mining, Orca Gold, and Montage Gold.
  • Mx2 will carry out a non-brokered private placement of a minimum of $7.5 million:
  • Proceeds of the raise will be used for exploration activities on the Amizmiz Gold Project and Tijirit Gold Project, and for working capital and general corporate purposes of Mx2.
  • Aya will contribute $1 million.
  • Aya to crystalize $10 million in share consideration from Mx2 through the Transaction and initiate a venture to unlock value of non-core assets:
  • Aya to be the largest shareholder of Mx2, with a dedicated team focused on untapping the potential of the Amizmiz Property while benefiting from Aya’s unique positioning in Morocco.

“We are excited to announce the spinout, which will optimize Aya's portfolio while ensuring our shareholders continue to benefit from a majority stake in our high-quality gold assets, particularly the highly promising Amizmiz gold project,” said Benoit La Salle, President & CEO of Aya. “Additionally, Mx2 will have the opportunity to exercise its option on Tijirit, potentially unlocking significant value from this promising project in the mining-friendly jurisdiction of Mauritania. This transaction is expected to create substantial shareholder value by leveraging our strong Mx2 exposure to these outstanding assets and its seasoned management team, while allowing us to focus on advancing Boumadine and Zgounder, and other strategic growth initiatives.”