Pure Gold Mining Inc. (TSX-V: PGM) is pleased to announce that it has closed the bought deal private placement and concurrent non-brokered private placement announced on June 21, 2019 and July 15, 2019, respectively.
“We are thrilled to have these significant equity Transactions closed, which have brought in C$47.5 million in gross proceeds. This new capital gives us the financial flexibility to continue development work, and pursue an aggressive exploration program with the goal of resource expansion,” said Darin Labrenz, President and CEO of Pure Gold. “As the highest grade development project in Canada, Madsen joins part of a small, elite group of high-grade mining projects located in ideal jurisdictions.
We are also delighted to welcome Eric Sprott to the share registry as a 10% shareholder. Mr. Sprott is now the 2nd largest shareholder of Pure Gold behind AngloGold Ashanti and joins key strategic shareholders including Rob McEwen and Newmont Goldcorp, which collectively hold more than 30% of the float. I would like to thank existing shareholders who continue to support the Company’s strategy, and welcome new shareholders, including Eric Sprott and a widened following out of the UK, who have decided to invest in the Pure Gold story at this exciting time in our development. With the completion of the equity Transactions we have no need for additional equity as we continue to develop our project into a rising gold market.”
Pursuant to the Offering, the Company issued a total of 62,714,000 units of the Company, at a price of C$0.55 per Unit, for aggregate gross proceeds of C$34,492,700.
Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant is transferrable and entitles the holder to acquire one common share of the Company until July 18, 2022, at a price of C$0.85.
The Offering was completed through a syndicate of underwriters led by Sprott Capital Partners and which included Velocity Trade Capital Ltd. Peel Hunt LLP and Tamesis Partners LLP acted as part of a special selling group in connection with the United Kingdom portion of the Offering. In consideration for their services, the Underwriters received an aggregate cash commission equal to 6.0% of the gross proceeds of the Offering.
Pursuant to the Offering, Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired a total of 36,000,000 Units for total consideration of C$19,800,000. Following completion of the Transactions, Mr. Sprott beneficially owns and controls 36,000,000 Unit Shares and 18,000,000 Warrants, representing approximately 10.2% of the issued and outstanding common shares of the Company on a non-diluted basis, and 14.5% of the issued and outstanding common shares on a partially diluted basis, assuming the exercise of the Warrants acquired hereunder and forming part of the Units. Prior to the Transactions, Mr. Sprott did not beneficially own or control any securities of the Company.
The Units were acquired by Mr. Sprott for investment purposes and with a long-term view of the investment. Mr. Sprott may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
Pursuant to the Non-Brokered Private Placement, the Company issued a total of 23,700,000 Units, at a price of C$0.55 per Unit, for aggregate gross proceeds of C$13,035,000. AngloGold Ashanti Limited purchased 11,850,000 Units issued pursuant to the Non-Brokered Private Placement bringing AngloGold’s ownership percentage in the Company to 14.1% of the issued and outstanding common shares on a non-diluted basis upon completion of the Transactions. A subscription fee of 6.0% was paid on one-half of the gross proceeds of the Non-Brokered Private Placement.
Due to its share ownership, AngloGold is considered a “related party” of Pure Gold and, accordingly, the AngloGold Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101. The AngloGold Private Placement was exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the AngloGold Private Placement, nor the fair market value of the consideration of the AngloGold Private Placement, exceeded 25% of Pure Gold’s market capitalization. A material change report in connection with the AngloGold Private Placement will be filed less than 21 days before the closing of the AngloGold Private Placement. This shorter period was reasonable and necessary in the circumstances as the Company wished to complete the AngloGold Private Placement in a timely manner.
The net proceeds received from the Transactions will be used for the Company’s exploration and development activities and for general corporate purposes. The securities issued under the Transactions have a hold period of four months and one day from closing, expiring on November 19, 2019.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 and may not be offered or sold to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
ABOUT PURE GOLD
Our mandate is pure and simple. To dream big. To colour outside the lines. To use creativity and smart science on the path to production with our Madsen Red Lake Gold Mine, in Red Lake Ontario and to become Canada’s next iconic gold company.
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