Apollo Gold & Silver Corp. (TSX-V: APGO) is pleased to announce that, further to its news releases dated May 12, 2021, June 7, 2021, June 17, 2021, and June 22, 2021, the Company has completed its concurrent financing of subscription receipts. The Company issued a total of 70,533,334 Subscription Receipts for aggregate gross proceeds of $52,900,000.50. Eight Capital, Desjardins Securities Inc. and Cantor Fitzgerald Canada Corporation acted as co-lead agents and joint bookrunners in connection with the Concurrent Financing. In connection with the Concurrent Financing, the Agents received an aggregate cash fee equal to 6.0% of the gross proceeds from any subscriptions, except in respect of subscriptions by purchasers on the President’s List, on which the Agents received a cash commission equal to 3.0% of the gross proceeds from such sale.
Upon satisfaction of certain escrow release conditions, each Subscription Receipt shall be automatically converted, without any further action by the holder of such Subscription Receipt (and for no additional consideration), into one unit of the Company. Each Unit shall consist of one common share of the Company and one-half of one common share purchase warrant. Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $1.25 per Warrant Share for period of 24 months from the date of issuance.
The Company will use the net proceeds from the Concurrent Financing to fund the acquisition of all of the issued and outstanding common shares of Stronghold Silver Corp. in accordance with the terms and conditions of the amalgamation agreement dated May 12, 2021 between the Company and Stronghold. The net proceeds from the Concurrent Financing, together with the Company’s existing treasury of approximately $5,000,000, will be used as follows: 1) $27M payable to Pan American Minerals Inc. (a wholly owned subsidiary of Pan American Silver Corp) as the closing payment under the Asset Purchase Agreement for the purchase of the Waterloo Project; 2) $7.3M payable to Pan American within 25 days of the close of the Transaction(1); 3) $7.2M for exploration and resource development work at the Calico Silver project; 4) $0.5M for option payments and mineral title taxes; 5) $1.5M for exploration at the Arizona Silver Project; 6) $5.1M in General and Administrative costs and 7) $6.9 M for general corporate and business development activities.
The Subscription Receipts were issued pursuant to a subscription receipt agreement dated July 6, 2021 among the Company, the Agents, and Endeavor Trust Corporation as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Concurrent Financing (net 50% of the cash commission payable to the Agents and the reasonable costs and expenses of the Agents and their counsel) were deposited in escrow. The Net Escrowed Funds will be released from escrow to the Company immediately prior to the closing of the Transaction upon the satisfaction of specified escrow release conditions as set out in the Subscription Receipt Agreement. If the Escrow Release Conditions have not been satisfied on or before August 24, 2021, the Net Escrowed Funds together with accrued interest thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. The Company will be responsible for any shortfall owing to the holders of Subscription Receipts.
The securities issued pursuant to the Concurrent Financing will be subject to a four-month and one day hold period under applicable securities laws in Canada.
The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Apollo Gold & Silver Corp.
Apollo Gold & Silver has assembled an experienced and technically strong leadership team who have joined to advance the world class precious metals deposits in tier-one jurisdictions with a focus on the Americas.
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We acknowledge the [financial] support of the Government of Canada.