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.
Operational Update
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
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 & CEO
Investor inquiries: Adrian O’Brien, Director,
Marketing and CommunicationsTel:
604-809-6890aobrien@puregoldmining.ca
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.
Pure Gold Mining (TSXV:PGM)
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