THUNDER BAY, ON, March 1, 2021 /CNW/ - Premier Gold Mines
Limited ("Premier") (TSX: PG) (OTCPK: PIRGF) is pleased to
announce that earlier today, Premier obtained the final order of
the Ontario Superior Court of Justice (Commercial List) for the
proposed Arrangement with Equinox Gold Corp.
("Equinox").
The Arrangement
On December 16, 2020, Premier,
i-80 Gold Corp., a wholly owned subsidiary of Premier
("i-80"), and Equinox entered into a definitive arrangement
agreement whereby Equinox agreed to acquire all of the issued and
outstanding common shares of Premier ("Premier Shares")
pursuant to a statutory plan of arrangement under the provisions of
the Business Corporations Act (Ontario) (the "Arrangement"). In
exchange for their Premier Shares, shareholders of Premier will be
entitled to receive (i) 0.1967 of a common share of Equinox, and
(ii) 0.4 of a common share of i-80.
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, and following the completion
of the Arrangement, i-80 intends to complete Premier's previously
announced acquisition of the Getchell Project in Nevada.
The Arrangement was overwhelmingly approved by the
securityholders of Premier at the special meeting of Premier held
on February 23, 2021.
Transaction Update
The parties are continuing to work diligently towards closing
the Arrangement and are awaiting approval from the Federal Economic
Competition Commission in Mexico
("COFECE") in order to consummate the Arrangement. The
parties are aiming to close the Arrangement shortly after the
receipt of such COFECE approval, subject to the satisfaction or
waiver of other closing conditions.
Further details regarding the Arrangement are set out in the
management information circular of Premier dated January 25, 2021 and the news releases of Premier
dated February 1, 2021 and
February 16, 2021, each of which are
available on Premier's SEDAR profile.
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.
i-80 is 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 and
heap leach 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 the timing to complete the
Arrangement, the ability of Premier to satisfy all closing
conditions for the completion of the Arrangement, the timing and
ability of i-80 to complete a subscription receipt financing for
gross proceeds of up to C$88,400,000,
if at all, and the ability of i-80 to complete the acquisition of
the Getchell Project following the completion of the Arrangement.
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