THUNDER BAY, ON, Feb. 16, 2021 /CNW/ - Premier Gold Mines
Limited ("Premier" or the "Corporation") (TSX: PG) (OTCPK:
PIRGF) would like to remind all Premier Securityholders to vote and
virtually attend a special meeting (the "Meeting") of the holders
("Premier Shareholders") of common shares ("Premier Shares") of
Premier and the holders of options of Premier ("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). The deadline for receipt of
proxies for the Meeting is 10:00 a.m.
(Toronto time) on February 19, 2021.
At the Meeting, Premier Securityholders will be asked to
consider and vote on, among other things, a special resolution
approving a statutory plan of arrangement pursuant to Section 182
of the Business Corporations Act (Ontario) (the "Arrangement"), subject to the
terms and conditions of the 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. For more information, please see the Corporation's news
release dated February 1, 2021 and
the management information circular of Premier dated January 25, 2021 (the "Circular").
In addition to the Arrangement, Premier Shareholders will also
be asked to consider at the Meeting, among other things, an
ordinary resolution of disinterested shareholders (the "SpinCo
Financing Resolution") approving the proposed private placement of
subscription receipts exchangeable for one common share (a "SpinCo
Share") of SpinCo (the "SpinCo Subscription Receipts") at a price
of no less than C$2.50 per SpinCo
Subscription Receipt (the "Issue Price") for aggregate gross
proceeds of up to US$75 million.
Premier advises that it intends to revise the SpinCo Financing
Resolution to be approved at the Meeting such that SpinCo may
either issue SpinCo Subscription Receipts that are each
exchangeable for one SpinCo Share or issue SpinCo Subscription
Receipts that are each exchangeable for a unit consisting of one
SpinCo Share and up to one-quarter of one common share purchase
warrant of SpinCo (a "SpinCo Warrant"), subject to the following
terms and conditions:
- the maximum number of SpinCo Shares underlying the SpinCo
Subscription Receipts (including any SpinCo Shares issuable upon
exercise of any SpinCo Warrants) may not exceed 45,000,000 SpinCo
Shares as currently set out in the Circular;
- the maximum number of SpinCo Shares underlying the SpinCo
Subscription Receipts (including any SpinCo Shares issuable upon
exercise of any SpinCo Warrants) issuable to insiders of Premier
and anticipated insiders of SpinCo may not exceed 19,750,000 SpinCo
Shares as currently set out in the Circular; and
- the exercise price per SpinCo Warrant, if any, may not be lower
than the greater of (i) the Issue Price and (ii) the five-day
volume weighted average price of SpinCo Shares on the Toronto Stock
Exchange immediately after the anticipated listing of the SpinCo
Shares.
- In the event the SpinCo Subscription Receipts are exchangeable
for units comprised of SpinCo Shares and SpinCo Warrants, the terms
of the SpinCo Warrants will be detailed in the documentation
pertaining to the SpinCo Subscription Receipts.
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.
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 including but not limited to the terms
and completion of the SpinCo Financing. 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