Mil-Ler Resources & Energy S.A. de C.V. (Mil-Ler) cancelled the acquisition of Tonogold Resources, Inc. in a reverse merger transaction.
December 16, 2015
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Mil-Ler Resources & Energy S.A. de C.V. (Mil-Ler') agreed to acquire Tonogold Resources, Inc. (OTCPK:TNGL) in a reverse merger transaction on May 8, 2014. The transaction is structured as the acquisition by Tonogold Resources of Mil-Ler in exchange for 541 million Tonogold common shares. As a result of the share exchange, Mil-Ler shareholders will own a 52.6% stake in the combined company. Travis Miller, Mil-Ler's largest shareholder and General Manager, will become Tonogold's largest shareholder holding approximately 26% of the enlarged share capital and will join the Board of Tonogold as an Executive Director. Shareholders of Mil-ler have agreed to a self-imposed trading restriction with 75% of the shares issued being subject to at least a 12-month hold period, 50% an 18-month hold, and 25% subject to a 24-month hold. Tonogold expects to approve the issue of shares to Mil-ler and a 1:10 reverse share split at a meeting of shareholders in June 2014. On July 29, 2014, the 10 for 1 reverse share split was completed. On September 26, 2014, a closing agreement was executed, However, the final acquisition will be completed when the Tonogold shares are issued for the MIL-LER. Eddie Sugar from EAS Advisors, LLC served as the financial advisor to Tonogold Resources while Merriman Capital, Inc. assisted Tonogold in its capital raising requirements in order to fund the acquisition of Mil-ler.
Mil-Ler Resources & Energy S.A. de C.V. (Mil-Ler') cancelled the acquisition of Tonogold Resources, Inc. (OTCPK:TNGL) in a reverse merger transaction on December 17, 2015.
Tonogold Resources, Inc. is a mining company. The Company maintains mining leases on properties in Nevada. The Company is engaged in mining activities in the mineable resource of gold and silver remains in the Comstock Mining District. Its Comstock project is located in northwestern Nevada, approximately 40 kilometers southeast of Reno. The Company has three mineralized structures: The Comstock Lode, The Occidental/Brunswick Lode and The Silver City Spur. The Comstock Lode is an epithermal gold and silver deposit in a large fault system at the eastern base of the Virginia Range. The Occidental/Brunswick Lode is a gold and silver mineralized epithermal system in approximately 1.5 kilometers east of the main Comstock Lode and running parallel to it. The Silver City Spur is a branch of the Comstock Lode that runs southeast and connects with the southwestern splays of the Occidental Lode.