Pure Gold Mining Inc. (TSX-V:PGM, LSE:PUR) (“PureGold” or the
“Company”) is pleased to announce that it has closed a first
tranche (“First Tranche”) of its non-brokered private placement
announced on May 6, 2022 (the “Offering”). The second of two
tranches (“Second Tranche”) is expected to close on or about May
27, 2022. Between both the First Tranche and Second Tranche, the
Company expects to close on aggregate gross proceeds of
approximately C$31 million.
Pursuant to the closing of the First Tranche,
the Company has issued a total of 185,072,960 units of the Company
(the “Units”), at a price of C$0.15 per Unit, for aggregate gross
proceeds of C$27,760,944. Each Unit consists of one common share
and one common share purchase warrant (a “Warrant”). Each Warrant
will be transferrable and entitle the holder to acquire one common
share of PureGold for six months from the closing date of the
Offering at a price of C$0.18.
In connection with the closing of the First
Tranche, Tamesis Partners LLP, REDPLUG Inc., Canaccord Genuity
Corp., Sprott Capital Partners, PI Financial Corp., Haywood
Securities Inc., BMO Nesbitt Burns Inc., Stephen Avenue Securities
Inc., Pollitt & Co Inc., Research Capital Corp., and Leede
Jones Gable Inc. (collectively, the “Finders”), received a
subscription fee equal to 6.0% (the “Subscription Fees”) of the
gross proceeds raised under the First Tranche by each Finder for an
aggregate total of $512,592 in Subscription Fees paid by the
Company.
Certain directors and officers of the Company,
specifically, Mark O’Dea, Chris Haubrich, Lenard Boggio, Graeme
Currie, Bryan Wilson, Maryse Belanger, Troy Fierro, Robert Pease,
and Phil Smerchanski (collectively, the “Interested Persons”)
purchased or acquired direction and control over an aggregate of
13,933,332 Units under the Offering. The Interested Persons are
each considered a “related party” of PureGold and the sale of
Common Shares under the Offering to the Interested Persons
constitutes a “related party transaction” within the meaning of MI
61-101. The Interested Persons collectively held and controlled
approximately 2.23% of the of the issued and outstanding Common
Shares of the Company, on a non-diluted basis, prior to the closing
of the Transactions. Following completion of the Offering, the
Interested Persons hold 29,571,856 Common Shares, collectively
representing approximately 3.65% of the issued and outstanding
Common Shares of the Company. The “related party” portion of the
Offering 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 “related party”
portion of the Offering, nor the fair market value of the
consideration of the “related party” portion of the Offering,
exceeded 25% of PureGold’s market capitalization. A material change
report in connection with the Transactions will be filed less than
21 days before the closing of the Transactions. This shorter period
was reasonable and necessary in the circumstances as the Company
wished to complete the Transactions in a timely manner.
Proceeds from the Offering will be used to
complete the Company’s near-term objectives of ramping up the
PureGold Mine to 800 tpd by Q3 2022, reducing operating and
sustaining capital costs in Q2 2022 by at least 30% compared to Q1
2022, achieving sustainable positive site-level cash flow by Q3
2022, completing critical trade-off studies in support of the
updated Mineral Resource, Mineral Reserve, and Life of Mine plan
expected to be released by Q4 2022, and for general corporate
purposes.
The securities offered 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.
About Pure Gold Mining Inc.
PureGold is a Canadian gold mining company,
located in the very heart of Red Lake, Ontario, Canada. The Company
owns and operates the PureGold Mine, which entered commercial
production in 2021 after the successful construction of an 800 tpd
underground mine and processing facilities. Gold reserves and
resources are centered on a forty-seven square kilometre property
with significant discovery potential. PureGold’s strategy is to
pursue operational excellence today while investing in systematic
exploration and phased expansions to fuel discovery and growth for
the future.1
Additional information about the Company and its
activities may be found on the Company’s website
at www.puregoldmining.ca and under the Company’s profile
at www.sedar.com
-
For further information, see the technical report titled “Madsen
Gold Project Technical Report Feasibility Study for the Madsen
Deposit, Red Lake, Ontario, Canada” with an effective date of
February 5, 2019, and dated July 5, 2019 (the “Feasibility Study”),
for further information please see puregoldmining.ca or under
the Company’s Sedar profile at www.sedar.com
ON BEHALF OF THE BOARD"Mark
O’Dea" Mark
O’Dea, President & CEOInvestor
inquiries: Adrian O’Brien, Director, IR &
CommunicationsTel: 604-809-6890aobrien@puregoldmining.ca
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
All statements in this press release, other than
statements of historical fact, are "forward-looking information"
with respect to PureGold within the meaning of applicable
securities laws, including, but not limited to statements with
respect to the completion of the Securities for Debt transaction,
the use of proceeds for the Offering and certain other matters
relating to the Offering and the timings thereof, including the
closing of the Second Tranche, expectations regarding the new
mining areas and the enhancement of the grade and overall tonnes
available; and expectations and timing regarding the reduction in
operating, the sustaining capital costs at the PureGold Mine,
achieving sustainable positive site-level cash, completing critical
trade-off studies in support of the updated Mineral Resource,
Mineral Reserve, and Life of Mine plans. Forward-looking
information is often, but not always, identified by the use of
words such as "seek", "anticipate", "plan", "continue", "planned",
"expect", "project", "predict", "potential", "targeting",
"intends", "believe", "potential", and similar expressions, or
describes a "goal", or variation of such words and phrases or state
that certain actions, events or results "may", "should", "could",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking information is not a guarantee of future
performance and is based upon a number of estimates and assumptions
of management at the date the statements are made including, among
others, assumptions about future prices of gold and other metal
prices, currency exchange rates and interest rates, favourable
operating conditions, political stability, obtaining governmental
approvals and financing on time, obtaining renewals for existing
licences and permits and obtaining required licences and permits,
labour stability, stability in market conditions, availability of
equipment, accuracy of any mineral resources, successful resolution
of disputes and anticipated costs and expenditures. Many
assumptions are based on factors and events that are not within the
control of PureGold and there is no assurance they will prove to be
correct.
Such forward-looking information, involves known
and unknown risks, which may cause the actual results to be
materially different from any future results expressed or implied
by such forward-looking information, including, risks related to
the interpretation of results at the Pure Gold Red Lake Mine
complex; changes in project parameters as plans continue to be
refined; current economic conditions; future prices of commodities;
possible variations in grade or recovery rates; the costs and
timing of the development of new deposits; failure of equipment or
processes to operate as anticipated; the failure of contracted
parties to perform; the timing and success of exploration and
development activities generally; delays in permitting; possible
claims against the Company; the timing of future economic studies;
labour disputes and other risks of the mining industry; delays in
obtaining governmental approvals, financing or in the completion of
exploration as well as those factors discussed in the Annual
Information Form of the Company dated March 30, 2022 in the section
entitled "Risk Factors", under PureGold’s SEDAR profile at
www.sedar.com.
Although PureGold has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements.
PureGold disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise unless required by law.
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