THUNDER BAY, ON, Feb. 23, 2021 /CNW/ - Premier Gold Mines
Limited ("Premier") (TSX: PG) (OTCPK: PIRGF) is pleased to
announce that the holders of common shares ("Premier
Shareholders") and options of Premier ("Premier
Optionholders" and together with the Premier Shareholders, the
"Premier Securityholders") have voted to approve the
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") at its special meeting of Premier
Securityholders held earlier today (the "Meeting").
The purpose of the Meeting was to consider and vote upon, among
other things, a special resolution of Premier Securityholders (the
"Arrangement Resolution") approving the transactions
contemplated in the arrangement agreement among Premier, i-80 Gold
Corp., a wholly owned subsidiary of Premier ("i-80 Gold")
and Equinox dated December 16, 2020,
pursuant to which, among other things, Equinox will acquire all of
the issued and outstanding Premier Shares by way of a
court-approved plan of arrangement, and in exchange, Premier
Shareholders will be entitled to receive (i) 0.1967 of a common
share of Equinox, and (ii) 0.4 of an i-80 Share.
A total of 149,709,598 Premier Shares and Premier Options were
represented by proxy at the Meeting, representing approximately
59.06% of the issued and outstanding Premier Shares and Premier
Options.
Approval of the Arrangement
For the Arrangement to proceed, the Arrangement Resolution
required the approval of (i) at least two-thirds (66⅔%) of the
votes cast at the Meeting, by Premier Shareholders attending in
person or voting by proxy; (ii) at least two-thirds (66⅔%) of the
votes cast at the Meeting, by Premier Securityholders attending in
person or voting by proxy, voting together as a single class, and
(iii) a simple majority (50%+1) of the votes cast at the Meeting,
by Premier Shareholders attending in person or voting by proxy,
excluding any votes cast by certain persons, as required by
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions.
See below for a summary of the voting on the Arrangement
Resolution.
(i)
Two-Thirds Vote (Premier Shareholders)
FOR
|
AGAINST
|
(#)
|
(%)
|
(#)
|
(%)
|
136,696,837
|
99.894
|
145,573
|
0.106
|
(ii)
Two-Thirds Vote (Premier Securityholders)
FOR
|
AGAINST
|
(#)
|
(%)
|
(#)
|
(%)
|
149,523,837
|
99.903
|
145,573
|
0.097
|
(iii)
Minority Vote
FOR
|
AGAINST
|
(#)
|
(%)
|
(#)
|
(%)
|
103,486,283
|
99.86
|
145,573
|
0.14
|
Approval of Other Matters
In addition to the Arrangement Resolution, at the Meeting,
Premier Shareholders also overwhelmingly approved: (i) an
ordinary resolution approving certain amendments to the amended and
restated share incentive plan of Premier dated May 23, 2019, (ii) an ordinary resolution
approving an omnibus share incentive plan of i-80 Gold, (iii) an
ordinary resolution of disinterested shareholders approving the
private placement of subscription receipts of i-80 Gold (the
"Subscription Receipts") at a price of no less than C$2.50 per Subscription Receipts for aggregate
gross proceeds of up to US$75
million, with each Subscription Receipt exchangeable for
either * one common shares of i-80 Gold (the "i-80 Shares"),
or (y) a unit, consisting of one i-80 Share and up to one quarter
of one common share purchase warrant of i-80 ("i-80
Warrants"), and (iv) an ordinary resolution approving the
exercise price of i-80 Warrants issuable to affiliates of Waterton
Global Resource Management, Inc. in connection with the acquisition
of the Getchell Project from Waterton.
A report of voting results describing the matters voted upon at
the Meeting and details regarding the number of Premier Shares
voted in favour of each of the foregoing resolutions is available
on SEDAR (www.sedar.com) under Premier's issuer profile.
Transaction Update
Having obtained the requisite approval of the Arrangement
Resolution at the Meeting, the parties are continuing to work
diligently towards closing the Arrangement. To that end, the
parties 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.
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 the timing to complete the
Arrangement and the ability of Premier to satisfy all closing
conditions for 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