/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
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RENO, Nev., May 27, 2021 /CNW/ - i-80 GOLD CORP. (TSX:
IAU) ("i-80", or the "Company") is pleased to
confirm that Equinox Gold Corp. ("Equinox") has exercised its right
under the support agreement (the "Agreement") dated April 7, 2021 between the Company and Equinox to
defend its pro rata ownership of i–80 shares on a
partially-diluted basis following the recent issuance of shares by
the Company in connection with completion of the acquisition of all
of the outstanding membership interests of Osgood Mining Company,
LLC, the 100% owner of the Getchell mining project in Nevada, from Waterton Global Resource
Management, Inc. In connection with to the Agreement, Equinox
subscribed for 5,479,536 new common shares of the Company at a
price of C$2.60 per common share, for
gross proceeds to the Company of C$14,246,793.60 (the "Subscription"). As a result
of the Subscription, Equinox has maintained the pro rata
ownership of i-80 common shares it held prior to the completion of
the acquisition by the Company of Osgood Mining, as detailed
further below.
"The exercise of Equinox's anti-dilution right further
strengthens our balance sheet and I believe demonstrates Equinox's
commitment to the work with i-80 as we aggressively grow our
business in Nevada." stated
Ewan Downie, CEO of i-80.
As a consequence of its level of ownership of the Company's
shares, Equinox is considered a "related party" of i-80 pursuant to
applicable Canadian securities laws, including Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions of the Canadian Securities Regulators ("MI
61-101"), as well as an 'insider' of i-80 for the purposes of the
rules and regulations of the Toronto Stock Exchange. The exercise
by Equinox of its top-up right and Subscription for additional
shares of i-80 is considered a "related-party transaction" for the
purposes of MI 61-101. The Company is relying on exemptions from
the formal valuation and minority securityholder approval
requirements otherwise necessary for "related party transactions"
that are available under subsections 5.5(a) and 5.7(1)(a) of MI
61-101 as the fair market value of the subject matter of the
transaction, insofar as it concerns "related parties", did not
exceed 25% of the market capitalization of i-80 at the time the
transaction was agreed to.
After giving effect to the acquisition of Osgood Mining by the
Company, but immediately before the closing of the Subscription,
Equinox held, directly or indirectly, 50,561,747 common shares of
the Company representing approximately 27.3% of the basic issued
and outstanding common shares of the Company, and warrants
entitling Equinox to purchase 2,318,596 additional common shares.
Assuming the exercise of such warrants on a partially diluted
basis, Equinox would have owned 52,880,343 common shares,
representing approximately 28.2% of the common shares that would be
issued and outstanding. As a result of the Subscription, Equinox
now holds directly or indirectly, 56,041,282 common shares
representing approximately 29.4% of the basic issued and
outstanding common shares of the Issuer on a non-diluted basis and
the same warrants entitling Equinox to purchase 2,318,596
additional common shares. Assuming the exercise of such warrants on
a partially diluted basis, Equinox would own 58,359,879 common
shares of the Company, representing approximately 30.3% of the
common shares that would be issued and outstanding on a
partially-diluted basis.
Equinox has advised the Company that it is completing the
Subscription for investment purposes and may or may not purchase or
sell securities of the Company in the future on the open market or
in private transactions, depending on market conditions and other
factors. Equinox advises that it currently has no other plans or
intentions that relate to its investment in the Company. Depending
on market conditions, general economic and industry conditions, the
Company's business and financial condition and/or other relevant
factors, Equinox may develop other plans or intentions in the
future relating to one or more of the above items.
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 i-80 Gold Corp.
i-80 Gold Corp. is a Nevada-focused mining company with a goal of
achieving mid-tier gold producer status. In addition to its
producing mine, El Nino at South Arturo, i-80 is beginning to plan
for future production growth through the potential addition of the
Phases 1 & 3 projects at South Arturo, advancing the Getchell
Project through economic studies and then on to development, and
the advanced exploration 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, actual production
results and costs, outcomes and timing of updated technical studies
and future exploration results. 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: material adverse
changes, 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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SOURCE i-80 Gold Corp