PureGold Announces $30 Million Non-Brokered Private Placement; Tony Makuch Joins as Technical AdvisorMay 6, 2022
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C. – Pure Gold Mining Inc. (TSX-V:PGM, LSE:PUR) (“PureGold” or the “Company”) is pleased to announce a non-brokered private placement of 200,000,000 units of the Company (the “Units”) at a price of C$0.15 per Unit (the “Offering”) for aggregate gross proceeds of C$30 million. The Company may elect to upsize the Offering to up to a maximum of 266,666,666 Units for aggregate gross proceeds of up to C$40 million based on demand. Each Unit will consist 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, subject to certain adjustments.
The Company has agreed to pay a cash finder’s fee of 6% of the aggregate proceeds raised from subscriptions arranged by certain finders.
The Company’s largest shareholder, AngloGold Ashanti Limited (“AngloGold Ashanti”) has the right to maintain its pro rata ownership interest in the Company of up to 19.9% on a partially diluted basis (see press release dated January 27, 2022). The Company expects that AngloGold Ashanti will exercise its right in full, but there is no certainty of this outcome.
Certain directors, officers, and insiders of the Company (collectively, the “Interested Persons”) are expected to purchase or acquire direction and control over an aggregate of between 10,000,000 and 13,333,333 Units under the Offering. The Interested Persons are each considered a “related party” of PureGold and the sale of the Units under the Offering to the Interested Persons constitutes a “related party transaction” within the meaning of MI 61-101– Protection of Minority Security Holders in Special Transactions.
The Offering is expected to close on or about May 13, 2022 and is subject to certain conditions including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange. There is no certainty that the Offering will close. The securities to be issued under the Offering will be issued on a private placement basis and will have a hold period of four months and one day from the applicable closing date in accordance with applicable securities laws. The Offering will be conducted pursuant to available prospectus exemptions, including the accredited investor exemption and the close friends and family exemption.
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.
Terry Smith, Chief Operating Officer of PureGold states: “This financing will give the Company the opportunity to get back on track to becoming a great new mining business in Canada. We have all the ingredients we need to turn around the operation including a strong geological understanding of the asset, a newly established lower cost base, and a talented team that can deliver. We are excited to get to Q3 when we’ll be operating a stable, cash-flowing operation, with a new technical report coming soon thereafter outlining the bright future that the PureGold Mine has.”
Use of Proceeds
Proceeds from the equity financing 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.
Since the Company’s last press release dated April 22, 2022, additional assay results from the approximately 60,000-metre definition drilling completed since November 2021 have been received. New mining areas have been identified in upper McVeigh (above 1-Level) and in upper Austin, just beneath McVeigh. Both areas are readily accessible with primary development access already in place. These areas are currently being integrated into an updated six-month plan, with the expectation of enhancing the grade and overall tonnes available. Ongoing definition drilling success will translate into inventory growth affirming the Company’s confidence in its production forecasts for both ore tonnes and grade throughout the remainder of 2022.
The Company is well on its way to achieving the stated goal of a 30% reduction in operating and sustaining capital costs in Q2 2022 compared to Q1 2022. Based on preliminary results, operating and sustaining capital costs for April were down by approximately C$3.8 million or approximately 27% compared to the average monthly costs in Q1 2022, with further reductions expected in May. The majority of these reductions are expected to be sustainable going forward.
Tony Makuch Joins as Technical Advisor to PureGold
PureGold is also pleased to announce that Mr. Anthony (Tony) Makuch has joined the Company as a Technical Advisor to provide input on mining activities, development strategies, exploration efforts and organizational efficiencies.
Mr. Makuch brings over 40 years of management, operations, and technical experience in the mining industry. Most notably he served as President and CEO of Kirkland Lake Gold from 2016 until shortly after its C$30 billion merger with Agnico Eagle Mines which established the world’s third-largest gold producer in February 2022.
Mark O’Dea, President & CEO of PureGold states: “On behalf of our Executive Management Team, I would like to welcome Tony to PureGold. Tony’s operational skills in high grade underground mines, including in Red Lake, add significant bench strength to PureGold’s growing operational team. His track record as a driving force behind some of the gold mining industry’s most successful companies in the last decade speaks for itself. I look forward to working with Tony.”
Tony Makuch states: “I spent 10 years of my career in the Red Lake Camp, and I hold a soft spot for both the people and the rocks that have made the district world renowned. I see an opportunity to be involved in the creation of value through careful planning, executing, and maintaining a commitment to operational excellence. I look forward to sharing my own experience to help the PureGold Mine reach its potential.”
About Tony Makuch
Mr. Makuch brings over 40 years of progressive operations, technical, management and executive leadership, and a proven track record of success and enhancing the value of assets through investment in exploration, development, and performance optimization.
Most recently, Mr. Makuch served as President and CEO of Kirkland Lake Gold, transforming the Company from a junior gold producer in 2016 to a global industry leader in 2021, growing from a market capitalization of less than $1 billion to more than $12 billion. Ultimately, he guided Kirkland Lake through its C$30 billion merger with Agnico Eagle Mines, establishing the world’s third-largest gold producer, in February 2022.
From 2008 to 2016, Mr. Makuch was President and CEO at Lake Shore Gold, growing the company from a junior explorer to a +180,000 oz/year producer, culminating in a merger with Tahoe Resources. Between 2006 and 2008, he was Senior VP and COO for FNX Mining, where he led the restart of operations for both the McCreedy West and Levack Mines, and the new build of the Podolsky Mine.
From 1998 to 2005 Mr. Makuch held progressively senior positions with Dynatec, including VP Operations. During this time, he led the successful construction to commercial production of the Midas Mine for Franco Nevada, the development of the Goldcorp Red Lake Mine to production, and various mine development and shaft sinking projects. From 1992 to 1998, he worked with Kinross Gold at a number of their North American operations, which included his role as GM of the Kirkland Lake Operations – Macassa Mine and Timmins Operations – Hoyle Pond Mine.
Mr. Makuch has received many awards and accolades throughout his career including; The Northern Miner’s Miner of the Year in 2019, the Globe and Mail’s Canadian CEO of the Year for 2018, and the Digger of the Year Award with Kirkland Lake Gold in 2018 from the Diggers and Dealers in Australia. He holds a Bachelor of Science Degree (Honours, Applied Earth Sciences) from the University of Waterloo in Ontario, and both a Master of Science Degree in Engineering and a Master of Business Administration from Queens University in Ontario. He has served on numerous public boards and holds the ICD.D Designation since 2008 with the Institute of Corporate Directors and is a registered Professional Engineer in the Province of Ontario, Canada.
Qualified Persons and 43-101 Disclosure
Terrence Smith, P.Eng., Chief Operating Officer for the Company, is the designated Qualified Person for this news release within the meaning of National Instrument 43-101 (“NI 43-101”) and has reviewed and verified that the technical information contained herein is accurate and approves of the written disclosure of same.
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
- 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, President & CEO
Adrian O’Brien, Director, Marketing and Communications
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310.
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 timing and completion of the Offering, participation by AngloGold Ashanti and directors and officers of PureGold in the Offering, the receipt of the necessary approvals for the Offering, the use of proceeds for the Offering and certain other matters relating to the proposed Offering, the receipt of TSX Venture Exchange approval for the Offering, expectations regarding the new mining areas and the enhancement of the grade and overall tonnes available; and expectations regarding the reduction in operating and sustaining capital costs at the PureGold Mine. 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.