THUNDER BAY, ON, Feb. 11, 2021 /CNW/ - Premier Gold Mines
Limited ("Premier") (TSX: PG) (OTCPK: PIRGF) is pleased to
announce that the two leading independent proxy advisory firms,
Institutional Shareholder Services Inc. ("ISS") and Glass
Lewis & Co. ("Glass Lewis"), have each recommended that
the holders of common shares and options of Premier (collectively,
the "Premier Securityholders") approve the proposed
acquisition by Equinox Gold Corp. ("Equinox") of all of the
issued and outstanding common shares of Premier (the "Premier
Shares") by way of a statutory plan of arrangement (the
"Arrangement"). As previously disclosed, Premier has entered
into a definitive arrangement agreement with Equinox and i-80 Gold
Corp., a wholly owned subsidiary of Premier ("SpinCo"),
pursuant to which, among other things, Equinox will acquire all of
the issued and outstanding Premier Shares, and each Premier
Shareholder will be entitled to receive, for each Premier Share
held, (i) 0.1967 of a common share of Equinox, and (ii) and 0.4 of
a common share of SpinCo.
Both ISS and Glass Lewis are independent, third party, proxy
advisory firms who, among other services, provide proxy voting
recommendations to pension funds, investment managers, mutual
funds, and other institutional shareholders.
Recommendation to Premier Securityholders
Arrangement Resolution: ISS and Glass Lewis have
each recommended that Premier Securityholders vote
FOR the special resolution authorizing the Arrangement,
with ISS stating that "the Arrangement makes strategic sense as the
combination with Equinox offers immediate cash flow generation and
growth prospects, through Equinox's seven operating gold mines as
well as an extensive development pipeline. In addition, Equinox's
stronger balance sheet and strong cash flow profile should allow
for the advancement of Premier's Hardrock Project". Moreover, Glass
Lewis noted that the "arrangement is predicated on sound strategic
and financial bases, and that the proposed Equinox swap ratio and
anticipated pre-financing interest in SpinCo represent an
attractive value for existing PGM investors".
In addition to the Arrangement, ISS and Glass have each
recommended that Premier Shareholders vote for the following other
matters to be considered at the Meeting:
Premier Share Incentive Plan Amendment
Resolution: ISS and Glass Lewis have each also recommended
that Premier Shareholders vote FOR an ordinary
resolution approving certain amendments to Premier's share
incentive plan, with ISS noting that "the amendments to the plan
are intended to facilitate the exchange of options pursuant to the
Arrangement". The Premier Share Incentive Plan Amendment Resolution
will only take effect if the Arrangement Resolution is approved by
Premier Securityholders.
SpinCo Omnibus Share Incentive Plan Resolution: ISS
and Glass Lewis have each also recommended that Premier
Shareholders vote FOR an ordinary resolution approving
an omnibus share incentive plan of SpinCo (the "SpinCo Omnibus
Plan").
Premier wishes to note that it has made certain updates to the
amendment provisions of the version of the SpinCo Omnibus Plan that
was appended to the management information circular of Premier
mailed to shareholders in connection with the Meeting (defined
herein) in order to address certain matters noted by ISS. After
updating the SpinCo Omnibus Plan to address these matters, ISS has
recommended that Premier Shareholders vote FOR the
resolution approving the SpinCo Omnibus Plan. A copy of the SpinCo
Omnibus Plan (containing these updates) has been filed on Premier's
profile on SEDAR at www.sedar.com and will be filed on the SEDAR
profile of SpinCo following the completion of the Arrangement. The
SpinCo Omnibus Share Incentive Plan Resolution will only take
effect if the Arrangement Resolution is approved by Premier
Securityholders.
SpinCo Financing Resolution: ISS and Glass
Lewis have each also recommended that Premier Shareholders vote
FOR 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 US$2.50 per SpinCo Subscription Receipts for
aggregate gross proceeds of up to US$75
million, with Glass Lewis noting that "the additional
capital provided by the private placement will provide the Company
with sufficient flexibility to pursue its strategy, which we
believe is in the best interests of shareholders".
Getchell Warrant Resolution: ISS and Glass Lewis
have each also recommended that Premier Shareholders vote
FOR an ordinary resolution 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, with ISS
emphasizing the fact that the "exercise price of warrants will be
at a premium to the implied price of SpinCo shares, the reasonably
limited dilution, and the use of SpinCo Warrants as an effective
financing tool to acquire a critical asset following completion of
the Arrangement".
Premier Meeting
Premier encourages the Premier Securityholders to provide their
voting preferences by proxy in advance of the special meeting of
Premier Securityholders to be held on February 23, 2021 at 10:00
a.m. (Toronto time) (the
"Meeting") to ensure that their vote will be counted if they
are unable to attend the Meeting. The proxy filing deadline is
February 19, 2021 at 10:00 a.m. (Toronto time). In order to proactively deal
with the public health impact of the COVID-19 pandemic, Premier is
holding the Meeting in a virtual only format, which will be
conducted via live audio webcast. Premier Securityholders will not
be able to attend the Meeting in person, however Premier
Securityholders and duly appointed proxyholders for Premier
Securityholders will be able to attend, participate and vote at the
Meeting online at http://web.lumiagm.com/274672545.
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.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
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 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.
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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.
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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.
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SOURCE Premier Gold Mines Limited