Pure Gold Announces C$12 Million Bought Deal Private Placement of Flow-Through Shares and Common SharesOctober 12, 2017
News Release 17-21
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C. – Pure Gold Mining Inc. (TSX VENTURE:PGM) ("Pure Gold" or the "Company") is pleased to announce that it has entered into an agreement with Macquarie Capital Markets Canada Ltd. on behalf of a syndicate of underwriters (together the "Underwriters"), whereby the Underwriters will purchase for their own account or arrange for substituted purchasers to purchase on a bought-deal private placement basis 19,821,000 common shares of the Company for aggregate gross proceeds to Pure Gold of C$12,000,670 (the "Offering").
The Offering will consist of three tranches. The first tranche ("Tranche One") will consist of 5,518,000 common shares of the Company that qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) ("Super FT Shares") and will be issued at a price of C$0.725 per Super FT Share (the "Super FT Share Issue Price"). The second tranche ("Tranche Two") will consist of 4,688,000 common shares of the Company that qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) ("FT Shares") and will be issued at a price of C$0.64 per FT Share (the "FT Share Issue Price"). The third tranche ("Tranche Three") will consist of 9,615,000 common shares of the Company ("Common Shares") and will be issued at a price of C$0.52 per Common Share (the "Common Share Issue Price").
The Underwriters shall also have the option (the "Underwriters' Option") to purchase from Pure Gold from Tranche One up to an additional 1,379,500 Super FT Shares at the Super FT Share Issue Price, from Tranche Two up to an additional 1,172,000 FT Shares at the FT Share Issue Price and from Tranche Three up to an additional 2,403,750 Common Shares at the Common Share Issue Price. The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made. The securities to be issued under the Offering will have a hold period of four months and one day from closing.
The gross proceeds raised from the sale of the Super FT Shares will be used by the Company for exploration financing in the Province of Ontario that will qualify as "Canadian Exploration Expenses" ("CEE") and "flow-through mining expenditures" for purposes of the Income Tax Act (Canada) and as "eligible Ontario exploration expenditures" within the meaning of the Taxation Act, 2007 (Ontario). The gross proceeds raised from the sale of the FT Shares will be used by the Company for exploration financing that will qualify as CEE only. The net proceeds raised from the sale of the Common Shares will be used by the Company for exploration and development of the Company's Madsen gold project, as well as for general working capital purposes.
It is expected that the closing of the Offering will occur on or about November 1, 2017 (the "Closing Date") and is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange.
In consideration for their services, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds of the Offering, including any proceeds realized on exercise of the Underwriters' Option.
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 within the United States or 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 smart science and creativity to unlock the next major discovery at the Madsen Gold Project in Red Lake, Ontario. And become Canada's next iconic gold company.
ON BEHALF OF THE BOARD
Darin Labrenz, President & CEO
Cautionary Note on Forward-Looking Information
Certain statements made and information contained in this news release constitute "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the expected use of proceeds of the Offering, the anticipated closing date of the Offering and the anticipated structure of the Offering. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "projects", "estimates", "envisages", "assumes", "intends", "strategy", "goals", "objectives" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Material risk factors that could cause actual results to differ materially from those reflected in the forward-looking statements include: risks relating to the Offering; risks relating to the ability of the Company to obtain required approvals, complete definitive documentation and complete the Offering on the terms announced; unsuccessful exploration results; accidents or equipment breakdown; the risk of undiscovered title defects or problems with surface access; labour disputes or inability to attract the necessary work force; the potential for delays in exploration activities; the potential for unexpected costs and expenses; commodity price fluctuations; currency fluctuations; political risk; unanticipated changes in key management personnel; general economic market or business conditions; and those risks described in the Company's most recent annual information form and management discussion and analysis filed on SEDAR at www.sedar.com. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Forward-looking statements are based on current beliefs as well as various assumptions including, without limitation, the expectations and beliefs of management regarding the timing of the Offering, the Company's ability to obtain stock exchange approval of the Offering, assumed long-term price of gold, the presence of and continuity of metals at the Madsen project at modeled grades, the capacities of various machinery and equipment, the availability of personnel, machinery and equipment at estimated prices, exchange rates, metals sales prices, appropriate discount rates tax rates, and royalty rates applicable to the proposed mining operation; financing structure and costs; anticipated mining losses and dilution; metal recovery rates, reasonable contingency requirements; the negotiation of satisfactory terms with impacted third parties including local communities, access to financing, appropriate equipment and sufficient labour. Although management considers these assumptions to be reasonable based on information currently available, such assumptions may prove to be incorrect.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.