By Michael Kim
NASDAQ:NIVF
READ THE FULL NIVF RESEARCH REPORT
On November 3, 2025, NewGenIVF Group (NASDAQ:NIVF) announced the execution of a non-binding term sheet related to a proposed merger with SAXA, Inc., an international holding company focused on high-value mining assets. The company is headed by Jay Genesi Saxa, a proven leader in project finance, with expertise in financial engineering and international partnerships, along with a core mining team composed of metallurgical scientists, strategic supply chain experts, and financial architects.
Terms of the proposed transaction include the issuance of 500 million Class A shares of NIVF stock at $10 per share to SAXA shareholders in exchange for: 1) placer mining claims on 640 acres in La Paz County, Arizona administered by the U.S. Bureau of Land Management (BLM); and 2) claims on 440 acres in California wherein ore samples were found to contain recoverable gold, silver, and Rare Earth Elements (REEs). Furthermore, SAXA is developing an on-site Gold Earth & Mineral Strategies (GEMS) dual-processing plant for precious metals and rare earths in Arizona to maximize logistical and operational efficiencies, while mitigating market volatility risks. The modular-designed facility will leverage established local infrastructure and state-of-the-art physical and chemical separation technologies to optimize recovery rates (95%+) and revenue yields, while aligning with current ESG standards.
Capital investment requirements include $1.5 billion for the construction of the GEMS facility, along with ~$150 million related to the Arizona mine acquisition and development. Importantly, SAXA has secured $1+ billion of commitments (likely in the form of institutional debt, private equity, and an equity facility) from established funding groups to cover the development of the GEMS facility and the advancement of the Arizona and California projects, thereby minimizing financing risk – a key hurdle for most junior miners. In addition, NIVF plans to issue 50 million Class A shares at $5 per share.
Pro forma the transaction and the capital raise, NIVF will maintain 582 million Class A shares outstanding, with SAXA shareholders owning approximately 86% of the combined entity, and the residual 14% ownership stake split across new/existing NIVF shareholders, including co-founders Mr. Alfred Siu and Ms. Tina Fong. Following the close of the merger, Mr. Siu and Ms. Fong will remain executive directors of the company.
From a strategic standpoint, we look for management to increasingly leverage synergies across Artificial Intelligence, digital assets, and UAE real estate initiatives. Furthermore, the reverse merger provides SAXA with immediate access to the equity markets for financing and a public currency for incremental M&A, thereby bypassing a lengthy/resource-intensive IPO process. Stepping back, we view SAXA not as a collection of mining projects, but rather a technology platform well positioned to meet commercial demand and national security objectives via a diversified/scalable portfolio of mineral assets integrated with multi-resource processing capabilities.
Turning to valuation, while we will wait until the merger closes to update our price target, our initial work suggests considerable upside for NIVF shares on a pro forma basis. Our DCF-derived price target of $15 for standalone NIVF equates to an equity value of $175 million. Next, our work points to NPVs of $2.3 billion and $4.2 billion for the AZ mine and GEMS facility, respectively. Finally, we ascribe $88 million of value to the CA project based on a potential resource value of $8.8 billion (440 acres at $20 million/acre). We generally use 1% of resource value for a project at this early stage, reflecting considerable uncertainty and the work required to further advance the project through to development. Putting it all together, our analysis suggests a consolidated valuation of $6.7 billion, or $11.57 per share, based on 582 million NIVF shares outstanding following the reverse merger.
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