NewGen Announces Proposed Reverse Merger with SAXA, Inc. in a $5 Billion Mining Asset Acquisition Deal, Involving Gold, Silver, and Rare Earth

Rhea-AI Summary

NewGen (Nasdaq: NIVF) announced a non-binding term sheet for a proposed reverse merger with SAXA, Inc. to acquire mining assets via issuance of 500 million Class A shares at US$10 ($5.0B) and a planned additional 50 million shares at US$5 ($250M) for fundraising.

The deal would inject assets valued at ~US$11B, including NI 43-101 validated reserves of 1.9M oz gold and 4.4M oz silver, and a US$1.5B G.E.M.S. processing facility. Post-transaction, SAXA shareholders would hold 85.89% and nominate a majority of directors. Completion is subject to due diligence, financing, definitive agreement and approvals.

Positive

• Assets valued at ~US$11B proposed for injection
• NI 43-101 reserves: 1.9M oz gold
• Planned US$1.5B G.E.M.S. dual processing facility
• Proposed capital raise of $250M via 50M shares

Negative

• Transaction based on a non-binding term sheet
• Completion contingent on due diligence, financing, approvals
• Proposed issuance 500M shares may cause major dilution
• SAXA to hold 85.89%, reducing existing shareholders' control

NewGen will issue 500 million shares at US$10 to acquire the mining assets, substantially boosting shareholders’ equity and transforming the merged entity into a multi-billion-dollar conglomerate

BANGKOK, Nov. 03, 2025 (GLOBE NEWSWIRE) -- NewGenIVF Group Limited (Nasdaq: NIVF) (“NewGen” or the “Company”), a tech-forward, diversified, multi-jurisdictional high-growth entity transforming industries through innovative solutions across real estate development, digital asset management and reproductive health solutions, today announced the execution of a non-binding term sheet (the “Term Sheet”) regarding a proposed reverse merger (the “Proposed Transaction”) with SAXA, Inc. (“SAXA”), an international holdings company focused on mining and processing operations. To facilitate the due diligence process, the Company has engaged with an international mining consultancy firm, with over thirty years of global experience in the mining industry and operations across Asia, Africa and the Americas, to conduct a technical review of the mining projects involved in the Proposed Transaction.

The Proposed Transaction is expected to provide NewGen with access to SAXA’s portfolio of mining assets originally valued at US$11 billion, including an NI 43-101 validated gold and silver mine with 1.9 million ounces of gold and 4.4 million ounces of silver in measured reserves. A planned G.E.M.S. dual processing facility, designed as a US$1.5 billion state-of-the-art integrated hub for processing both precious metals and rare earths, positions the combined entity to capitalize on the growing demand for critical minerals essential to U.S. national security and industrial applications.

Mr. Alfred Siu Wing Fung, Founder, Chairman, and CEO of NewGen, commented, “I am excited to announce that we have executed a non-binding term sheet to pursue a proposed reverse merger with SAXA. This potential transaction represents a transformational strategic opportunity that will create massive shareholder value, and we believe it aligns perfectly with our vision of diversification and the pursuit of new opportunities across industries. Rare earth and precious metals mining is a highly lucrative industry, as the materials mined have applications in technologies ranging from semiconductors to renewable energy to electric vehicles and more. Recent U.S. policy shifts aimed at establishing a domestic rare earth supply chain make this a prime time to pursue involvement in this key sector. We believe SAXA’s expertise and existing assets establish them as the perfect partner for us to work with as we pursue this initiative. We look forward to providing further updates as this strategic process unfolds.”

Jay Genesi Saxa, Chief Executive Officer of SAXA, Inc., commented, “With this merger, SAXA has arrived. We now unite our full portfolio of gold and rare earth mines with NewGenIVF’s expansive holdings, including the UAE development, and pair them with direct access to the NASDAQ. This positions SAXA as a global force in natural resources and capital markets. This is not just a milestone — it is the launch of a new era for our company and our shareholders.”

The Proposed Transaction

Pursuant to the Term Sheet, it is proposed that NewGen issue 500 million new Class A ordinary shares at a price of US$10.00 per share, representing an aggregate amount of US$5 billion, to the shareholder(s) 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 US$7.3 billion; and (ii) SAXA’s California mine, with an extrapolated potential revenue estimate of US$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 US$5.00 per share, representing an aggregate amount of US$250 million, as part of a fundraising initiative. Following the transaction, the US$5 billion valuation divided by the planned total of 582 million shares is expected to result in a Net Asset Value of about US$8.6 per share for the assets injected.

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. Mr. Alfred Wing Fung Siu and Ms. Tina Hei Yue Fong will continue to serve as executive directors of the combined entity.

The Company expects to announce additional details regarding the Proposed Transaction when a definitive agreement is executed. 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.

About NewGen
NewGenIVF Group is a tech-forward, diversified, multi-jurisdictional high-growth entity capitalizing on emerging opportunities across real estate development, digital asset innovation and reproductive health solutions. The Company operates through three strategic business divisions that leverage cutting-edge technology and innovative solutions to drive sustainable growth and high ROI for shareholders across multiple global markets. These include “NewGenProperty”, which operates lucrative real estate development projects in the UAE’s Ras Al Khaimah Emirate; “NewGenDigital”, which serves as the Company’s digital asset and DeFi solutions arm; and “NewGenSup”, which focuses on health and longevity products and solutions. NewGen’s legacy business involves providing industry-leading IVF and assisted reproductive treatment services across Asia. With operations spanning multiple jurisdictions and a commitment to innovative, technology-enabled solutions, NewGenIVF Group is uniquely positioned to capitalize on the convergence of real estate, healthcare and digital asset opportunities in the evolving global economy.

To learn more, visit www.newgenivf.com. The information contained on, or accessible through, NewGen’s website is not incorporated by reference into this press release, and you should not consider it a part of this press release.

About SAXA, Inc.

SAXA Inc. is an International Holdings Company, encompassing diverse sectors that span across industries such as Oil & Commodities, Fashion & Luxury Goods, AI & Cryptocurrency, Media, and more. The goal is to create a global footprint, connecting established companies, innovative platforms, and emerging technologies under one conglomerate.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include but are not limited to: statements regarding the proposed reverse merger with SAXA, Inc. (the "Proposed Transaction"); the potential benefits and strategic opportunities of the Proposed Transaction, including the creation of shareholder value and the combined entity's market position; the valuation, quality, and potential of SAXA's mining assets and processing facilities; the expected ownership structure and board composition following the Proposed Transaction; the completion of the fundraising initiative; and the Net Asset Value per share. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the failure to negotiate and execute a definitive agreement regarding the Proposed Transaction; the failure of one or both parties to proceed with the transaction for any reason; the failure to satisfactorily complete due diligence investigations, including the uncovering of issues related to the assets, legal structure, or financial condition of either party; the inability to obtain necessary financing for the transaction or the combined entity's future operations; the failure to obtain required approvals from the boards of directors and stockholders of both companies; the failure to obtain necessary regulatory approvals, including from Nasdaq; risks associated with the accuracy of preliminary mineral resource estimates and asset valuations, which are subject to further verification and may change; the highly speculative nature of mineral exploration and development, including changes in resource estimates, operational hazards, and regulatory changes in the mining industry; the potential for significant dilution to existing shareholders as a result of the Proposed Transaction; the challenges and costs of integrating the businesses of NewGen and SAXA, and achieving the anticipated synergies; and changes in economic, competitive, and regulatory environments. You should carefully consider the foregoing factors and the other risks and uncertainties described in NewGenIvf Group's Annual Report on Form 20-F and other documents filed or to be filed by NewGenIvf Group's with the U.S. Securities and Exchange Commission (the "SEC") from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC's website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company and NewGenIvf Group undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-4406
Email: Newgenivf.IR@icrinc.com

FAQ

What is the proposed structure of the NewGen (NIVF) and SAXA reverse merger announced November 3, 2025?

NewGen would issue 500M shares at $10 ($5B) to SAXA shareholders and later offer 50M shares at $5 ($250M) as fundraising.

What mining assets and reserves does SAXA bring to NewGen (NIVF)?

SAXA’s portfolio is presented as ~$11B including NI 43-101 reserves of 1.9M oz gold and 4.4M oz silver.

How much ownership will SAXA shareholders hold in NewGen (NIVF) if the deal closes?

SAXA shareholders are expected to hold approximately 85.89% ownership of NewGen after the transaction.

What major capital projects are included in the proposed NewGen (NIVF) transaction?

The proposal includes a US$1.5B G.E.M.S. dual processing facility for precious metals and rare earths.

What are the main conditions before the NewGen (NIVF)-SAXA transaction can close?

Transaction completion requires due diligence, a definitive agreement, adequate financing and board/stockholder approvals.

What is the expected net asset value per share for the assets injected into NewGen (NIVF)?

The announcement states an expected NAV of about US$8.6 per share for the injected assets based on the $5B valuation.