NEWS RELEASE 22-18 May 30, 2022
PureGold Closes Final Tranche of Previously Announced
Non-Brokered Private Placement for Total Gross Proceeds of C$31.1 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, May 27, 2022 -- Pure Gold Mining Inc. (TSX-V:PGM, LSE:PUR) ("PureGold" or the "Company") is pleased to announce that it has closed the second and final tranche (the "Second Tranche") of its non-brokered private placement, previously announced on May 6, 2022 (the "Offering"). The closing of the First Tranche was announced on May 25, 2022. The Company is also pleased to announce it has closed the securities for debt agreements (the "Securities for Debt Transaction" and together with the Offering, the "Transactions"), previously announced on May 24, 2022.
Pursuant to the closing of the Second Tranche, the Company has issued a total of 22,168,000 units of the Company (the "Units"), at a price of C$0.15 per Unit, for aggregate gross proceeds of C$3,325,200. 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. No finders fees were paid in relation to the Second Tranche.
Between the First and Second Tranches, the Company has issued a total of 207,240,960 units of the Company pursuant to the Offering at a price of C$0.15 per Unit, for aggregate gross proceeds of C$31,086,144.
Pursuant to the Securities for Debt Transaction, the Company has issued 20,922,914 Units at a price of $0.15 per Unit to certain creditors in order to settle outstanding debts totaling $3,138,437.10 (the "Debt"). Between the Securities for Debt Transaction and the Offering, the Company has issued a total of 228,163,874 Units of the Company at a price of C$0.15 per Unit.
AngloGold Ashanti Limited ("AngloGold Ashanti"), the Company's largest shareholder, subscribed for 22,168,000 Units pursuant to the Offering (the "AngloGold Subscription"), bringing AngloGold Ashanti's ownership in the Company following the Transactions to 19.2% on a partially-diluted basis and 16.5% on a non-diluted basis.
Mark O'Dea, Interim President & CEO of PureGold stated, "On behalf of the Executive Team I would like to thank our long term shareholders for their continuing support, as well as welcome all of our new shareholders to PureGold. This financing is intended to give the Company the runway it needs to bring stability to our operation and establish a profitable mining business in Canada. With a large, high-grade resource base, a strong and improving geological understanding of the deposit, significant opportunity for growth, and a talented new operating team at the helm, we are excited and committed to driving PureGold forward."
Due to its share ownership, AngloGold is considered a "related party" of PureGold and, accordingly, the AngloGold Subscription constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The AngloGold Subscription and "related party" portion of the Offering, as disclosed in the May 25, 2022 news release, were 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 AngloGold Subscription and "related party" portion of the Offering, nor the fair market value of the consideration of the AngloGold Subscription and "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
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, IR & Communications
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 use of proceeds for the Offering and certain other matters relating to the Offering and the timings thereof, , 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.