/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
THUNDER BAY, ON, Feb. 24,
2021 /CNW/ - Premier Gold Mines Limited (TSX:PG)
(OTCPK: PIRGF) ("Premier", "the Company") is pleased to
announce that its wholly-owned subsidiary i-80 Gold Corp. ("i-80",
"i-80 Gold" or the "Company"), has entered into an agreement with a
syndicate of underwriters (the "Agents") led by CIBC Capital
Markets ("CIBC") pursuant to which the Company proposes to issue
and sell, on a private placement basis, 34,000,000 subscription
receipts (the "Subscription Receipts") at a price of C$2.60 per Subscription Receipt (the "Issue
Price") for aggregate gross proceeds of up to C$88,400,000 (the "Offering"). In addition, the
Company shall grant the Agents an option, exercisable in whole or
in part at any time up until 48 hours prior to the Closing Date (as
defined below), to purchase at the Issue Price up to such number of
additional Subscription Receipts of the Company as is equal to 15%
of the Offering.
Pursuant to the arrangement agreement dated December 16, 2020 among Premier, Equinox Gold
Corp. ("Equinox Gold") and i-80, whereby Equinox Gold has agreed to
acquire all of the outstanding shares of Premier, Premier will
concurrently spin-out to its shareholders the shares of i-80, in
each case, by way of a statutory plan of arrangement (the
"Arrangement"). Upon completion of the Arrangement, i-80 will
indirectly hold all of Premier's U.S.-based assets including the
South-Arturo and McCoy-Cove properties in Nevada. Following completion of the
Arrangement, i-80 intends to complete Premier's previously
announced acquisition of the Getchell Project in Nevada.
Each Subscription Receipt will be automatically exchanged,
without any further consideration or action by the holder thereof,
for one common share of the Company upon satisfaction of certain
escrow release conditions which will include the completion of the
Arrangement and the conditional approval of the Toronto Stock
Exchange for the listing of the common shares issuable on exchange
of the Subscription Receipts. In conjunction with the offering,
Equinox Gold has agreed to subscribe for 30% of the aggregate
number of Subscription Receipts to be issued under the Offering, up
to a maximum aggregate subscription price of ~C$28.3 mm ($22.5
mm) and it is expected that management and affiliates will
subscribe for up to ~C$5.8mm
($4.6 mm).
Proceeds of the offering are expected to be used by the Company
for working capital and general corporate purposes, to pay for
exploration and development expenses related to the Company's
mining projects, and to fund the cash portion of the purchase price
of the Getchell gold project from Waterton Global Resource
Management, Inc. and its affiliates.
The Subscription Receipts will be offered by way of marketed
private placement to "accredited investors" in all provinces and
territories of Canada and by way
of private placement in the United
States to "qualified institutional buyers" pursuant to
Regulation D or Section 4(a)(2) of the U.S. Securities Act of 1933
(the "1933 Act") and internationally pursuant to applicable private
placement exemptions.
The Offering is expected to close on or about the week of
March 15, 2021 (the "Closing
Date").
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the 1933 Act and may not be offered
or sold to, or for the account or benefit of, persons in
the United States or "U.S.
persons" (as such term is defined in Regulation S under the 1933
Act) absent registration or an applicable exemption from the
registration requirements of the 1933 Act any application state
securities laws.
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 projects 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 size,
timing and price of the Offering.. 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