Premier Special Committee and Board of Directors
unanimously recommend that Securityholders vote FOR the
Arrangement
THUNDER BAY, ON, Feb. 1, 2021 /CNW/ - Premier Gold Mines
Limited ("Premier") (TSX: PG) (OTCPK: PIRGF) is
pleased to announce that it has filed its management information
circular and invites all Premier Securityholders to vote and
virtually attend a special meeting (the "Meeting") of the
holders ("Premier Shareholders") of common shares ("Premier
Shares") in the capital of Premier Gold Mines Limited ("Premier" or
the "Corporation") and holders of Premier Options (as defined
below) ("Premier Optionholders" and, together with the Premier
Shareholders, the "Premier Securityholders"), to be held virtually
via live audio webcast available online using the LUMI meeting
platform on February 23, 2021 at
10:00 a.m. (Toronto time).
Special Meeting on February 23,
2021
At the Meeting, Premier Securityholders will be asked to
consider and vote on, among other things, a special resolution (the
"Arrangement Resolution") approving a statutory plan of arrangement
(the "Plan of Arrangement") pursuant to Section 182 of the Business
Corporations Act (Ontario) (the
"Arrangement"), subject to the terms and conditions of an
arrangement agreement dated December 16,
2020 entered into among Premier, Equinox Gold Corp.
("Equinox Gold")(TSX:EQX) (NYSE-A:EQX) and i-80 Gold Corp. ("SpinCo
or "i-80""), a wholly-owned subsidiary of Premier (the "Arrangement
Agreement").
Under the Arrangement Agreement, the parties have agreed to
effect the Arrangement, pursuant to which:
- Premier will assign all of its ownership interest in Premier
Gold Mines USA, Inc. ("Premier
USA") to SpinCo in consideration
for common shares in the capital of SpinCo ("SpinCo Shares");
- the capital of Premier will be reorganized to create a new
class of shares in the capital of Premier designated as "Class B
Common Shares" (the "New Premier Shares");
- in conjunction with the reorganization of Premier's capital,
each issued and outstanding Premier Share will be exchanged for (i)
one New Premier Share, and (ii) 0.4 of a SpinCo Share; and
- following the exchange of Premier Shares described above,
Equinox Gold will acquire all of the outstanding New Premier
Shares, and Premier Shareholders will receive, for each New Premier
Share, 0.1967 of a common share in the capital of Equinox Gold
("Equinox Gold Shares").
Immediately following the completion of the Arrangement, Premier
will be a wholly-owned subsidiary of Equinox Gold, while the former
Premier Shareholders will own 0.1967 of an Equinox Gold Share and
0.4 of a SpinCo Share for each Premier Share previously held
by them. Immediately following the completion of the Arrangement,
and before giving effect to any financing to be completed by
SpinCo, the SpinCo Shares held by former Premier Shareholders are
expected to represent approximately 70% of the issued and
outstanding share capital of SpinCo, with the remaining SpinCo
Shares to be indirectly held by Equinox Gold.
For the Arrangement to become effective, the Arrangement
Resolution must first be approved at the Meeting by the affirmative
vote of (i) at least two-thirds (66⅔%) of the votes cast on the
Arrangement Resolution by Premier Shareholders, (ii) at least
two-thirds (66⅔%) of the votes cast on the Arrangement Resolution
by Premier Securityholders, voting together as a single class, and
for purposes of the foregoing the Premier Optionholders shall be
entitled to one vote for each vested option ("Premier Option") held
by them, and (iii) a majority (50% + 1) of the votes cast on the
Arrangement Resolution by Premier Shareholders, excluding the votes
cast in respect of Premier Shares held by certain interested or
related parties or joint actors of Premier in accordance with the
minority approval requirements of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions.
The Premier Special Committee and Board of Directors
unanimously recommend that shareholders vote FOR the
Arrangement.
Benefits to Premier Securityholders
In recommending Premier Securityholders vote in favour of the
Arrangement, the Premier Special Committee and Board of Directors
considered for the following reasons, among others:
- Compelling Value. Premier Shareholders will receive
Equinox Gold Shares, in addition to receiving a significant direct
ownership interest in SpinCo, which holds an attractive portfolio
of assets in Nevada. The total
value of the consideration to be received by Premier Shareholders
represents a premium to the trading value of the Premier Shares
prior to the announcement of the Arrangement.
- Meaningful Ownership in a Leading Americas-Focused Gold
Producer. Equinox Gold is a diversified precious metals
producer with seven operating gold mines, construction underway at
an eighth site, and a peer-leading growth pipeline in Mexico, Brazil and the
United States. Equinox Gold Shares offer immediate cash flow
generation along with near- and medium-term growth, complemented by
Equinox Gold's technical, operational and financial capability. It
is expected that upon completion of the Arrangement, existing
shareholders of Equinox Gold and former Premier Shareholders will
own approximately 84% and 16%, respectively, of the outstanding
Equinox Gold Shares.
- Continued Exposure to Premier Assets. Premier
Shareholders, through their ownership of Equinox Gold Shares, will
retain exposure to Premier's non-US assets, including the Hardrock
Project and Mercedes Mine, and to Premier's US assets through their
ownership of SpinCo Shares.
- Enhanced Financing Capabilities for Development of the
Hardrock Project. Equinox Gold is well positioned to advance
the development of Premier's Hardrock Project. Equinox Gold's
strong balance sheet, including $570
million in available liquidity (including a concurrent
C$75 million financing) and strong
cash flow profile provide a clear path to production at the fully
permitted and construction ready Hardrock Project.
- Ownership of SpinCo Shares. Premier Shareholders,
through their ownership of SpinCo Shares, will be able to
participate in a Nevada-focused
gold company with a high-quality portfolio of producing and
development properties. Equinox Gold will be a 30% strategic
shareholder in SpinCo, which will be managed by an experienced
team, led by Ewan Downie, CEO of
Premier, and will be well funded to pursue its strategic growth
initiatives.
- Revaluation Potential through Enhanced Capital Markets
Profile. Upon completion of the Arrangement, Equinox Gold will
have significant revaluation potential as an intermediate,
Americas-focused gold producer with over 15 million ounces of gold
in reserves and is expected to produce over 1 million ounces of
gold annually by 2024. Equinox Gold's peer leading growth, strong
balance sheet, proven management team, and expected increased
trading liquidity provides a strong revaluation opportunity through
its potentially enhanced appeal in the capital markets, providing
additional potential upside to Premier Shareholders through their
ownership of Equinox Gold Shares.
Others Matters to be Considered at the Meeting
In addition to the Arrangement, Premier Shareholders will also
be asked to consider at the Meeting: (i) an ordinary
resolution to approve certain amendments to the amended and
restated share incentive plan of Premier dated May 23, 2019,
(ii) an ordinary resolution to approve the omnibus share incentive
plan of SpinCo, (iii) an ordinary resolution of disinterested
shareholders approving the private placement of subscription
receipts exchangeable for SpinCo Shares (the "SpinCo Subscription
Receipts") at a price of no less than C$2.50 per SpinCo Subscription Receipts for
aggregate gross proceeds of up to US$75
million, and (iv) an ordinary resolution of Premier
Shareholders approving the exercise price of common share purchase
warrants of SpinCo issuable to affiliates of Waterton Global
Resource Management, Inc. in connection with the acquisition of the
Getchell Project from Waterton.
Shareholder Questions and Assistance
Questions regarding the Arrangement or with voting and delivery
of your proxy, please contact the Corporation's proxy solicitation
agent, Gryphon Advisors Inc., by telephone at 1-833-292-5847
(toll-free in North America) or
416–902–5565 (collect call outside North
America), or by email at inquiries@gryphonadvisors.ca.
The management information circular and related materials are
available on Premier's website, under Premier Gold's profile on
SEDAR at www.sedar.com, and have been mailed to the Premier
Securityholders. Shareholders are encouraged to vote
electronically. The deadline for receipt of proxies for the Meeting
is 10:00 AM (Toronto time) on February 19, 2021.
About Premier & i-80
Premier is a gold producer and respected exploration and
development company with a high-quality portfolio of precious
metals projects in proven, accessible and safe mining jurisdictions
in Canada, the United States and Mexico. On December 16,
2020, Equinox Gold Corp. and Premier Gold Mines Limited
announced that the companies have entered into a definitive
agreement whereby Equinox Gold will acquire all of the outstanding
shares of Premier. Concurrently, Premier will spin-out to its
shareholders shares of a newly created US-focused gold production
and development company to be called i-80 Gold Corp.
Premier remains focused on creating i-80 as a Nevada-focused mining company with an organic
pipeline of assets to achieve mid-tier gold producer status. In
addition to its producing mine, El Nino at South Arturo, Premier is
beginning to plan for future production growth through the
potential addition of the Phases 1 & 3 open pits at South
Arturo, advancing the Pinson underground and open pit opportunities
at the Getchell Project, and completing permitting and the
underground development plan for the 100%-owned McCoy-Cove
Property.
Certain statements in this release constitute "forward-looking
statements" or "forward-looking information" within the meaning of
applicable securities laws. Such statements and information involve
known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of the
company, its projects, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements or
information. Such statements can be identified by the use of words
such as "may", "would", "could", "will", "intend", "expect",
"believe", "plan", "anticipate", "estimate", "scheduled",
"forecast", "predict" and other similar terminology, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. These statements reflect
the Company's current expectations regarding future events,
performance and results and speak only as of the date of this
release.
Forward-looking statements and information involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to, ] unexpected changes in
laws, rules or regulations, or their enforcement by applicable
authorities; the failure of parties to contracts with the company
to perform as agreed; social or labour unrest; changes in commodity
prices; and the failure of exploration programs or studies to
deliver anticipated results or results that would justify and
support continued exploration, studies, development or
operations.
Although the forward-looking statements contained in this
release are based upon what management of the company believes are
reasonable assumptions, the company cannot assure investors that
actual results will be consistent with these forward-looking
statements. These forward-looking statements are made as of the
date of this release and are expressly qualified in their entirety
by this cautionary statement. Subject to applicable securities
laws, the company does not assume any obligation to update or
revise the forward-looking statements contained herein to reflect
events or circumstances occurring after the date of this
release.
SOURCE Premier Gold Mines Limited