Argonaut Gold Inc. (TSX: AR) is pleased to announce it has closed its previously announced best efforts marketed offering of 434,000,000 common shares of the Company at a price of C$0.45 per Offered Share, for gross proceeds to the Company of C$195,300,000. The Offering was completed on a “best efforts” basis by a syndicate of agents led by BMO Capital Markets, Scotiabank, and Cormark Securities, and including Canaccord Genuity Corp., RBC Capital Markets, Desjardins Capital Markets, Echelon Wealth Partners, Laurentian Bank Securities, Paradigm, and Stifel GMP.
The net proceeds of the Offering will be used for the construction of the Company’s 100% owned Magino project in Ontario, Canada and for general corporate purposes.
The Offered Shares were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated June 24, 2022 to the Company’s base shelf prospectus dated June 2, 2022 and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended. Copies of the Prospectus and documents incorporated by reference therein are available electronically under Argonaut Gold’s issuer profile on SEDAR at www.sedar.com.
The securities offered in the Offering 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
GMT Capital Corp. which is a “control person” of Argonaut, and certain directors and officers of Argonaut participated in the Offering. As a result of the Offering, GMT will continue to be a control person of Argonaut. The holdings of GMT prior to the Offering and subsequent to completion of the Offering are set out below:
|Number (%) of Common Shares
|Number (%) of Common Shares
Held After the Offering
|GMT||67,676,962 (20.33 %)||212,121,462 (27.66 %)|
|Directors and Officers||2,766,973 (0.8 %)||3,211,473 (0.4 %)|
The involvement of GMT and other related parties in the transactions referred to above in connection with the Offering are “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions in sections 5.5(g) and 5.7(e) of MI 61-101 in connection with such transactions. The Company was not in a position to file a material change report 21 days prior to closing because the terms of the Offering and insider participation were not yet established by that time, and Argonaut Gold elected to expedite closing of the Offering for sound business reasons.
The board of directors of Argonaut formed a special committee consisting of unconflicted members of the Board, to consider the proposed terms of the Offering, including the number of securities issuable, the number of Offered Shares issuable to insiders and the offering price being at a discount to the market price. The Special Committee met separately from the Board, and after careful consideration, the Special Committee, having considered the reasonableness of the Offering, unanimously recommended that the Company approve the terms of the Offering. The Board subsequently met (with members of the Board with an interest in the Offering having declared their interests and not participating in deliberations or voting), received the advice of the Special Committee, and, acting unanimously determined, among other things, that the Offering is reasonable for the Company in the circumstances.
US$250 Million Credit Facilities
Argonaut is also pleased to announce, further to its news release dated June 23, 2022, that it has signed the binding commitment letter from a syndicate of lenders for the financing of a six year, US$200 million term loan credit facility and a three year revolving credit facility of US$50 million, for a total debt Facilities limit of US$250 million. The proceeds of the Facilities are to be used to refinance the Company’s existing debt and for general corporate purposes, including ongoing development and expansion capital of the Magino project in Ontario, Canada and other producing assets.
Closing of the Facilities is subject to a number of conditions precedent as further described in the Company’s June 23, 2022 news release.
The Company anticipates that the Facilities together with the net proceeds of the Offering, will fully finance the remaining portion of its Magino project. Endeavour Financial assisted the Company as its financial advisor in connection with the Facilities.
Argonaut is also pleased to announce that, as one of the conditions precedent for closing of the Facilities, it has made the following arrangements to hedge its gold price exposure over the life of the loan on the following terms:
About Argonaut Gold
Argonaut Gold is a Canadian gold company engaged in exploration, mine development and production. Its primary assets are the El Castillo mine and San Agustin mine, which together form the El Castillo Complex in Durango, Mexico, the La Colorada mine in Sonora, Mexico and the Florida Canyon mine in Nevada, USA. The Company also holds the construction stage Magino project, the advanced exploration stage Cerro del Gallo project and several other exploration stage projects, all of which are located in North America.
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