All currencies expressed as United States dollars unless otherwise
stated
RENO, Nev., Oct. 14, 2021 /CNW/ - i-80 GOLD CORP.
(TSX: IAU) (OTCQX: IAUCF) ("i-80", or the "Company") is
pleased to announce that, together with its wholly-owned
subsidiaries Goldcorp Dee LLC ("Goldcorp Dee") and Au-Reka
Gold LLC ("Au-Reka"), it has completed the transactions
contemplated by the previously announced asset exchange agreement
(the "Exchange Agreement") with Nevada Gold Mines LLC
("NGM"). Pursuant to the Exchange Agreement, the Company
acquired from NGM, by way of an asset exchange, the Lone Tree and
Buffalo Mountain gold deposits and certain processing
infrastructure, including an autoclave (collectively, the "NGM
Properties"), in consideration for: (i) Goldcorp Dee's 40%
ownership in the South Arturo property; (ii) assignment of
Au-Reka's option to acquire the adjacent Rodeo Creek exploration
property; (iii) contingent consideration of up to $50 million based on production from the Lone
Tree property; and (iv) arrangement of substitute bonding (and
release of NGM bonds) in respect of the Lone Tree and Buffalo
Mountain reclamation obligations at closing (collectively, the
"Asset Exchange"). In addition, at closing of the Asset
Exchange, NGM reimbursed i-80 approximately $7.3 million for amounts previously advanced by
i-80 for the autonomous truck haulage test work completed at South
Arturo and for funds advanced by i-80 that were not used for
reclamation activities.
"With the closing of this transaction, we now embark on our
aggressive growth plan to achieve our goal of building a prominent
mid-tier gold producer" stated Matthew
Gollat, EVP Business and Corporate Development of i-80
Gold. "Becoming one of only three companies in Nevada with infrastructure to process
refractory mineralization, i-80 has gained a strategic advantage
for long-term mine development. Furthermore, the toll processing
agreement is a key component to this transaction, by providing the
ability to process ore from Granite Creek, McCoy-Cove and Ruby Hill
as they are developed while we are retrofitting the Lone Tree
autoclave".
The Company also announces that, further to its news release
dated September 7, 2021, it has
closed a concurrent non-brokered private placement (the "Private
Placement"), pursuant to which the Company sold an aggregate of
39,041,515 common shares in the capital of the Company ("Common
Shares") at a price of C$2.62 per
Common Share (the "Issue Price"), which represents the five-day
volume-weighted average trading price of the Common Shares on the
Toronto Stock Exchange (the "TSX") ending on September 2, 2021, being the last trading date
prior to the date of execution of the Exchange Agreement, for
aggregate gross proceeds of approximately C$102,288,769.
In connection with the Asset Exchange, NGM subscribed for
22,757,393 Common Shares under the Private Placement at the Issue
Price. Following completion of the Private Placement, NGM owns
approximately 9.90% of the issued and outstanding Common Shares of
the Company, calculated on a non-diluted basis.
Certain directors, officers and other insiders of the Company
(collectively, the "Interested Parties") also subscribed for
an aggregate of 615,802 Common Shares under the Private Placement
on the same terms as arm's length investors. The placement to the
Interested Parties constitutes a "related party transaction" within
the meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). Notwithstanding the foregoing, the Interested
Parties' participation in the Private Placement is exempt from the
formal valuation and minority shareholder approval requirements of
MI 61–101 in reliance on the exemptions set forth in sections
5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that, at the time
the Private Placement was agreed to, neither the fair market value
of the securities to be distributed in the Private Placement nor
the consideration to be received for those securities, in so far as
the Private Placement involves the Interested Parties, exceeds 25%
of the Company's market capitalization, as calculated in accordance
with MI 61-101. The Company did not file a material change report
containing all of the disclosure required by MI 61-101 more than 21
days before the expected closing date of the Private Placement as
the details of the participation of Interested Parties had not been
confirmed at that time and the Company wished to close the Private
Placement as expeditiously as possible.
The Company intends to use the net proceeds of the Private
Placement, together with other available funds, to fund the
acquisition of the Ruby Hill mine, the exploration and development
of its Nevada mineral projects,
including the Ruby Hill mine, the NGM Properties and the McCoy Cove
property, and for general corporate purposes.
All securities issued under the Private Placement are subject to
a hold period under applicable Canadian securities laws which will
expire on February 15, 2022. The
Private Placement is subject to the final approval of the TSX.
The securities offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, or any state securities law, and may not be offered, sold
or delivered, directly or indirectly, within the United States, or to or for the account or
benefit of U.S. persons, absent registration or an exemption from
such registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of securities in any state in
the United States in which such
offer, solicitation or sale would be unlawful.
About i-80 Gold Corp.
i-80 Gold Corp. is a well-financed, Nevada-focused mining company with a goal of
achieving mid-tier gold producer status.
Cautionary Note Regarding Forward-Looking Information
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,
statements with respect to the use of proceeds of the Private
Placement, the timing and ability of the Company to receive
necessary regulatory approvals, including the final approval of the
TSX, and the plans, operations and prospects of the Company. 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: failure to obtain the
relevant regulatory approvals, including final approval of the TSX;
material adverse changes; exercise of termination rights by any
relevant party; unexpected changes in laws; failure to complete the
Orion financing transaction on satisfactory terms; 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, refurbishment, development or mining
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