Announcement • Mar 03
Arizona mine and California mine of SAXA, Inc., cancelled the acquisition of NewGenIvf Group Limited (NasdaqCM:NIVF) in a reverse merger transaction.
Arizona mine and California mine of SAXA, Inc., entered into non-binding term sheet to acquire NewGenIvf Group Limited (NasdaqCM:NIVF) in a reverse merger transaction for $380 million on November 3, 2025. As a part of consideration, NewGen issue 500 million new Class A ordinary shares at a price of $10.00 per share, representing an aggregate amount of $5 billion, to the shareholders of SAXA or their respective nominees. Following completion of the Proposed Transaction, SAXA Shareholders are expected to hold an 85.89% ownership position in NewGen, with SAXA having the right to nominate a majority of NewGen’s directors. Alfred Wing Fung Siu and Tina Hei Yue Fong will continue to serve as executive directors of the combined entity. Pursuant to the Term Sheet, it is proposed that NewGen issue 500 million new Class A ordinary shares at a price of $10.00 per share, representing an aggregate amount of $5 billion, to the shareholders of SAXA or their respective nominees (the “SAXA Shareholders”) in exchange for the contribution of specific assets (the “Assets”) from SAXA to NewGen or a new wholly owned subsidiary of NewGen. The assets to be contributed are (i) SAXA’s Arizona mine, with a mineral resource estimate totaling approximately $7.3 billion; and (ii) SAXA’s California mine, with an extrapolated potential revenue estimate of $8.8 billion. Following completion of the Proposed Transaction, it is proposed that NewGen issue an additional 50 million new Class A ordinary shares at a price of $5.00 per share, representing an aggregate amount of $250 million, as part of a fundraising initiative. Following the transaction, the $5 billion valuation divided by the planned total of 582 million shares is expected to result in a Net Asset Value of about $8.6 per share for the assets injected.
The completion of the Proposed Transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement, obtaining adequate financing, satisfaction of the conditions negotiated therein, and approval of the Proposed Transaction by the board and stockholders, as and when applicable. There can be no assurance that a definitive agreement will be entered into or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all.
Arizona mine and California mine of SAXA, Inc., cancelled the acquisition of NewGenIvf Group Limited (NasdaqCM:NIVF) in a reverse merger transaction on March 2, 2026. On November 5, 2025, the Company announced the signing of an service agreement with SAXA to act as the worldwide agent for the tokenization of an initial $100 million tranche of SAXA’s gold-backed assets (“Tokenization Engagement”). The Tokenization Engagement was intended to be the first part of a two-part transaction culminating in the Proposed RTO. The Proposed RTO was subject to completion of due diligence, and negotiation of a definitive agreement, among other conditions. As the conditions set out in the term sheet, in particular, with respect to due diligence and execution of definitive agreements, had not been satisfied by SAXA by the later of: (i) the end of the 30-day period as set out in the term sheet; or (ii) the tentative timetable with completion by January 28, 2026 as set out in the term sheet, the Company will not be proceeding with the Proposed RTO, or the Tokenization Engagement. No material agreements have been entered into between SAXA and the Company, and the Company is not pursuing any transaction with SAXA.
