Pure Gold Mining Inc. Closes $17.3 Million Offering of Flow-Through SharesMay 5, 2021
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, May 5, 2021 – Pure Gold Mining Inc. (TSXV:PGM LSE:PUR) (“PureGold” or the “Company”) is pleased to announce that it has closed its previously-announced offering of “flow-through shares” (the “Offering”), with respect to “Canadian development expenses” (“CDE”) within the meaning of the Income Tax Act (Canada) (the “Tax Act”) (the “CDE Flow-Through Shares”) at an issue price of $1.52 per CDE Flow-Through Share for gross proceeds of $17,250,024 which includes the full exercise of the underwriters’ over-allotment option.
The Offering was completed pursuant to an underwriting agreement dated April 14, 2021 entered into among the Company and a syndicate of underwriters led by Clarus Securities Inc., and including Canaccord Genuity Corp., Sprott Capital Partners L.P., Stifel Nicolaus Canada Inc., Haywood Securities Inc. and PI Financial Corp. Inc.
The gross proceeds from the sale of the CDE Flow-Through Shares will be used on development expenses on the PureGold Mine Project located in the Red Lake District in Ontario as permitted under the Tax Act to qualify as CDE. The Company will renounce all the CDE in favour of the subscribers of the CDE Flow-Through Shares effective on or before December 31, 2021.
The Company filed a short form prospectus in the provinces of British Columbia, Alberta and Ontario, pursuant to National Instrument 44-101 — Short Form Prospectus Distributions to qualify for distribution the CDE Flow-Through Shares offered pursuant to the Offering. Copies of the final short form prospectus and documents incorporated by reference therein are available electronically on SEDAR (www.sedar.com) under PureGold’s issuer profile.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933 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 such 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 growth company, located in the very heart of Red Lake, Canada. Our objective is pure and simple. To develop a highly-profitable long life gold mining company, becoming Canada’s next iconic gold producer. Our plan is very disciplined, very methodical, and financially sound. To expand organically and develop Pure Gold Mining Inc.’s multi-million ounce high grade gold asset incrementally, step-by-step, using a phased mining development plan to deliver maximum return.
ON BEHALF OF THE BOARD
Darin Labrenz, President & CEO
Adrian O’Brien, Director, Marketing and Communications
This press 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 the Company. Forward- looking statements and forward-looking information in this press release include, but are not limited to, statements with respect to the use of proceeds of the Offering, tax treatment of the CDE Flow Through Shares, timing of the renunciation of the CDE development expenses. Except for statements of historical fact relating to the Company, 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 the Company 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 the Company 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, labour disputes, as well as those factors discussed in the Annual Information Form of the Company dated March 31, 2021 in the section entitled “Risk Factors”, under the Company’s SEDAR profile at www.sedar.com. The Company 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. The Company 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 the Company has 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. The Company 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. The reader is cautioned not to place undue reliance on forward-looking statements. Comparative market information is as of a date prior to the date of this document.