Skip to content

8-KAccepted Sep 24, 8:00 AM ET

Newton Golf Company Enters Option Assignment to Acquire Pole Canyon Project

NWTGNewton Golf Company, Inc.

Accepted (ET)

8:00 AM

Sep 24, 2026

Filed

Sep 24, 2026

Documents

12

Size

521.4 KB

Summary

Newton Golf Company Enters Option Assignment to Acquire Pole Canyon Project

Updated

What Happened
Newton Golf Company, Inc. (NWTG) announced on Sept. 23, 2026 that it entered an Assignment and Assumption Agreement with Spartan Crest Capital Corp. and Cannon Bridge Mining Services to acquire Spartan Crest’s rights under an August 1, 2026 Option Agreement. The option covers the Pole Canyon Project (16 unpatented lode claims, MW‑1 through MW‑16, ~330 acres) in White Pine County, Nevada and gives Newton the exclusive option to acquire a 100% interest in the property upon satisfying the remaining obligations.

Key Details

  • Assignment date: Sept. 23, 2026; original Option Agreement dated Aug. 1, 2026.
  • Cash payments: Remaining cash option payments total $200,000, of which $165,000 remains unpaid, payable in installments over 24 months from Aug. 1, 2026.
  • Share consideration: $200,000 in stock to be delivered to Cannon Bridge in two tranches (treated as part of the Transaction Shares).
  • Royalty: A 2.0% net smelter return (NSR) applies upon vesting of the option.
  • Transaction shares & governance: Newton issued shares equal to 19.9% of its outstanding common stock (immediately prior to closing) to designees of Spartan Crest; Spartan Crest may designate two independent board members (subject to board approval) and one executive officer. Newton agreed to file a resale registration statement within 45 days covering those shares.

Why It Matters
This agreement shifts the economic and operational responsibility for the Pole Canyon option to Newton and immediately dilutes existing equity by issuing shares equal to 19.9% of the company pre-closing. Investors should note: (1) the company took on near-term cash and share obligations ( ~$165k cash remaining plus $200k in shares), (2) a 2.0% NSR will reduce future mine proceeds if the project is developed, and (3) Spartan Crest gains governance influence via board and an executive-designate. These are material to capital structure, potential dilution, and future project economics.

AI-written summary · check the filing