/THIS NEWS RELEASE IS NOT FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
Trading Symbol: TSX:AR
TORONTO, Nov. 9, 2022
/CNW/ - Argonaut Gold Inc. (TSX: AR) ("Argonaut" or the
"Company") is pleased to announce that it has entered into
an agreement with a syndicate of underwriters led by Cormark
Securities Inc. (collectively, the "Underwriters"), pursuant
to which the Underwriters have agreed to purchase for resale, on a
"bought deal" basis, 31,250,000 common shares of the Company to be
issued as "flow-through shares" with respect to "Canadian
development expenses" ("CDE") (within the meaning of the
Income Tax Act (Canada) and
the regulations thereunder in force as of the date hereof (the
"Tax Act")) (the "CDE Flow-Through Shares") at a
price of $0.48 per CDE Flow-Through
Share (the "CDE Offering Price") for gross proceeds of
$15 million (the
"Offering").
The Underwriters have also been granted an option, exercisable
in whole or in part up to 48 hours prior to the closing of the
Offering, to sell up to that number of additional CDE Flow-Through
Shares at the CDE Offering Price, equal to 15% of the number of CDE
Flow-Through Shares issued pursuant to the Offering.
The proceeds from the sale of the CDE Flow-Through Shares will
be used on development expenses on the Magino project as permitted
under the Tax Act to qualify as CDE. The Company will
renounce all such CDE in favour of the subscribers of the CDE
Flow-Through Shares effective on or before May 31, 2023.
The CDE Flow-Through Shares will be offered by way of a
prospectus supplement to the Company's short form base shelf
prospectus dated June 2, 2022, to be
filed in all of the provinces and territories of Canada (other than the province of Québec) and
some may be resold in the United
States pursuant to an exemption from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") and in such other
jurisdictions outside of Canada
and the United States as agreed to
by the Company, in each case in accordance with all applicable laws
and provided that no prospectus, registration statement or similar
document is required to be filed in such jurisdiction.
Closing is expected on or about November
17, 2022 and is subject to Toronto Stock Exchange and other
necessary regulatory approvals.
The CDE Flow-Through Shares have not been, and will not be,
registered under 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 news 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.
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.
For more information, contact: Argonaut Gold Inc. Joanna Longo Investor Relations Phone:
416-575-6965 Email: info@argonautgold.com
Caution Regarding Forward-Looking Information
This news release contains certain "forward-looking
statements" and "forward-looking information" under applicable
Canadian securities laws concerning the business, operations and
financial performance and condition of Argonaut Gold. Forward-
looking statements and forward-looking information in this news
release include, but are not limited to, statements with respect to
closing of the Offering, use of proceeds of the Offering, tax
treatment of the CDE Flow Through Shares, timing of the
renunciation of the development expenses. Except for statements of
historical fact relating to Argonaut, certain information contained
herein constitutes forward-looking statements. Forward-looking
statements are frequently characterized by words such as "plan,"
"expect," "project," "intend," "believe," "anticipate", "estimate"
and other similar words, or statements that certain events or
conditions "may" or "will" occur. Forward-looking statements are
based on the opinions and estimates of the management of Argonaut
at the date the statements are made, and are based on a number of
assumptions and subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
Many of these assumptions are based on factors and events that are
not within the control of Argonaut and there is no assurance they
will prove to be correct. Factors that could cause actual results
to vary materially from results anticipated by such forward-looking
statements include risks of the mining industry, the spread of
COVID-19 and the impact of government policies to ameliorate
COVID-19, failure of plant, equipment or processes to operate as
anticipated, changes in market conditions, variations in ore grade
or recovery rates, risks relating to international operations,
fluctuating metal prices and currency exchange rates, changes in
project parameters, the possibility of project cost overruns or
unanticipated costs and expenses and labour disputes. These factors
are discussed in greater detail in Argonaut's (i) most recent
Annual Information Forms, and (ii) most recent Management
Discussion and Analysis, which are each filed on Argonaut's SEDAR
profile and provide additional general assumptions in connection
with these statements. Argonaut cautions that the foregoing list of
important factors is not exhaustive. Investors and others who base
themselves on forward-looking statements should carefully consider
the above factors as well as the uncertainties they represent and
the risk they entail. Argonaut believes that the expectations
reflected in those forward-looking statements are reasonable, but
no assurance can be given that these expectations will prove to be
correct and such forward-looking statements included in this
presentation should not be unduly relied upon. These statements
speak only as of the date of this presentation. Although Argonaut
have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Argonaut undertakes any obligation
to update forward-looking statements if circumstances or
management's estimates or opinions should change except as required
by applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking statements. Statements concerning
mineral reserve and resource estimates may also be deemed to
constitute forward-looking statements to the extent they involve
estimates of the mineralization that will be encountered if the
property is developed. Comparative market information is as of a
date prior to the date of this document.
SOURCE Argonaut Gold Inc.
