Magna Mining Provides Update on Acquisition of Properties from KGHM International Ltd.
Sudbury, Ontario--(Newsfile Corp. - January 30, 2025) - Magna Mining Inc. (TSXV: NICU) (OTCQB: MGMNF) (FSE: 8YD) ("Magna" or the "Company") is pleased to provide an update regarding its previously announced agreement to acquire a portfolio of base metals assets located in the Sudbury Basin (the "Acquisition Transaction") from an affiliate of KGHM, as previously announced in the Company's news release dated September 12, 2024 and updated on January 9, 2025.
Since entering into the definitive share purchase agreement on September 11, 2024 (the "SPA"), the Company, KGHM and their respective advisors have been working diligently towards the satisfaction of all conditions precedent under the SPA including obtaining all required regulatory and third-party consents, approvals and waivers. The Company is pleased with the progress made to date and is now targeting to close the Transaction before the end of February 2025.
About Magna Mining Inc.
Magna Mining is an exploration and development company focused on nickel, copper and PGM projects in the Sudbury Region of Ontario, Canada. The Company's flagship assets are the past producing Shakespeare and Crean Hill Mines. The Shakespeare Mine is a feasibility stage project which has major permits for the construction of a 4,500 tonne per day open pit mine, processing plant and tailings storage facility and is surrounded by a contiguous 180km2 prospective land package. Crean Hill is a past producing nickel, copper and PGM mine with a technical report dated July 2023. Additional information about the Company is available on SEDAR (www.sedar.com) and on the Company's website (www.magnamining.com).
For further information, please contact:
Jason JessupChief Executive Officer
or
Paul Fowler, CFASenior Vice President705-482-9667Email: info@magnamining.com
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance including in respect of the timing and ability of the Company to complete the Transaction within the proposed timeline,; (often but not always using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/238923
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(10,760 ) Interest income 1 4,138 3,487 521 Other income (expense), net 3,313 (875 ) 197 Loss before income tax benefit (129,398 ) (67,404 ) (21,142 ) Income tax benefit 12,535 9,627 16,857 Net loss $ (116,863 ) $ (57,777 ) $ (4,285 ) Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) (1,192 ) (20,497 ) 42,775 Unrealized loss on short-term investments (118 ) — — Total comprehensive income (loss) $ (118,173 ) $ (78,274 ) $ 38,490 Net loss per common share: Basic $ (2.65 ) $ (1.39 ) $ (0.10 ) Diluted $ (2.65 ) $ (1.39 ) $ (0.10 ) Weighted average common shares outstanding: Basic 44,054,830 41,651,366 41,651,366 (1) Amounts include related party transactions as follows: Revenues 413 154 112 Cost of revenues 269 — — General and administrative 31,833 31,272 31,605 Interest income 3,999 3,487 493 Acquisition and integration costs 39,735 — — (2) Amounts include stock-based compensation expense as follows: Cost of revenues 92 — — Selling and marketing 833 — — General and administrative 1,416 1,198 914 Product development 54 — — Expand TechTarget, Inc. d/b/a Informa TechTarget Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2024 2023 2022 As Restated As Restated Operating activities: Net loss $ (116,863 ) $ (57,777 ) $ (4,285 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,614 895 620 Amortization 48,610 42,203 21,545 Provision for bad debt 996 (893 ) (656 ) Operating lease expense 2,165 2,732 1,567 Stock-based compensation 2,395 1,198 914 Fair value adjustment to debt 2,120 — — Other (90 ) — — Deferred tax provision (16,306 ) (13,500 ) (21,115 ) Impairment of long-lived assets 2,019 577 178 Impairment of goodwill 66,235 139,645 — Gain (loss) on disposal of long-lived assets — 2 (51 ) Gain (loss) on disposal of intangibles (135 ) — — Gain (loss) on disposal of property, plant and equipment 28 — 40 Contingent consideration settlement (1,020 ) — — Remeasurement of contingent consideration (22,436 ) (123,944 ) 8,000 Net foreign exchange (gain)/loss (5,235 ) 1,059 28 Changes in operating assets and liabilities (net of the impact of acquisitions): Accounts receivable (2,817 ) 7,533 209 Prepaid expenses and other current and non-current assets (6,576 ) 2,296 (3,560 ) Related party receivables 336 (2,248 ) (148 ) Accounts payable (2,648 ) (3,334 ) 2,652 Income taxes payable 7,949 3,122 1,767 Accrued expenses and other current liabilities 4,760 (1,215 ) (6,728 ) Accrued compensation expenses 2,100 — — Operating lease liabilities with right of use (3,183 ) (2,709 ) (1,699 ) Contract liabilities 1,529 (8,366 ) (3,464 ) Other liabilities (1,400 ) 219 2,671 Related party payables (29,001 ) — 29,575 Net cash provided by (used in) operating activities (64,854 ) (12,505 ) 28,060 Investing activities: Purchases of property and equipment, and other capitalized assets (420 ) (2,589 ) (413 ) Purchases of intangible assets (6,339 ) (6,771 ) (2,951 ) Purchase of investments (289 ) — — Acquisitions of business, net of acquired cash (72,315 ) (47,830 ) (351,333 ) Net cash used in investing activities (79,363 ) (57,190 ) (354,697 ) Financing activities: Cash pool arrangements with Parent 23,950 43,749 (9,949 ) Contingent consideration settlement (3,980 ) — (2,760 ) Repayment of debt — — (42,590 ) Repayment of loans (213 ) — — Capital contribution from Parent 351,574 — — Net transfers from Parent 38,302 29,679 136,114 Proceeds from loans issued by Parent — — 250,213 Repayment of loans issued by Parent — — (713 ) Net cash provided by financing activities 409,633 73,428 330,315 Effect of exchange rate changes on cash and cash equivalents (222 ) (86 ) (202 ) Net increase in cash and cash equivalents 265,194 3,647 3,476 Cash and cash equivalents at beginning of year 10,789 7,142 3,666 Cash and cash equivalents at end of year $ 275,983 $ 10,789 $ 7,142 Supplemental disclosure of cash flow information: Cash paid for taxes by Parent $ 1,633 $ 3,039 $ 4,293 Cash paid for interest on related party loans $ 19,008 $ 25,194 $ 80 Schedule of non-cash investing and financing activities: Operating right-of-use assets obtained in exchange for new operating lease liabilities $ 226 $ 1,295 $ 423 Intangible asset purchases included in accrued expenses and other current liabilities $ 191 $ 78 $ 267 Debt capitalization through net parent investment $ 250,000 $ — $ — Loans capitalized through net parent investment $ 59,689 $ — $ — Capitalization of short-term debt $ 474,943 $ — $ — Common stock issued in connection with the acquisitions of business $ 592,707 $ — $ — $ 9,772 $ — $ — Expand TechTarget, Inc. d/b/a Informa TechTarget Combined Company Consolidated Statements of Operations (in thousands) Year Ended (Unaudited) Revenues $ 490,391 Cost of revenues (201,236 ) Gross profit 289,155 Operating expenses: Selling and marketing 155,018 General and administrative 111,981 Product development 22,253 Depreciation 2,661 Amortization, excluding amortization of $19,867 included in Cost of revenues 82,811 Impairment of goodwill 66,235 Impairment of long-lived assets 2,019 Acquisition and integration costs 42,187 Remeasurement of contingent consideration (22,436) Total operating expenses 462,769 Operating loss (173,573 ) Interest expense (2,299) Interest income 18,027 Interest on related party loans (17,740) Other income (expense), net 3,390 Loss before income tax benefit (172,194 ) Income tax benefit 6,199 Net loss $ (165,996 ) Note: The Combined Company Consolidated Statement of Operations presents Informa TechTarget's results of operations for the year ended December 31, 2024 as if the acquisition of Former TechTarget had occurred on January 1, 2023 and is not necessarily indicative of Informa TechTarget's operating results that may have actually occurred had the acquisition of Former TechTarget been completed on January 1, 2023. Expand TechTarget, Inc. d/b/a Informa TechTarget Reconciliation of Combined Company Net Income/(Loss) to Combined Company Adjusted EBITDA and Combined Company Net Income/ (Loss) Margin to Combined Company Adjusted EBITDA Margin (in thousands) Year Ended December 31, 2024 (Unaudited) Combined Company Net income/(loss) $ (165,996 ) Interest expense, net 2,011 Provision for income taxes (6,199 ) Depreciation and amortization 105,339 Combined Company EBITDA (64,845 ) Stock-based compensation expense 58,472 Impairment of goodwill 66,235 Impairment of long-lived assets 2,019 Remeasurement of contingent consideration (22,436 ) Acquisition and integration costs 42,187 Combined Company Adjusted EBITDA 81,632 Net income/(loss) margin (34 )% Combined Company Adjusted EBITDA margin 17 % Expand
