Generation Mining Completes C$10,700,250 Private Placement
Generation Mining Completes C$10,700,250 Private Placement
TORONTO, ONTARIO--(Globe Newswire – February 13, 2020) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Generation Mining Limited (CSE:GENM) ("Gen Mining" or the "Company") is pleased to announce that it
has completed its previously announced bought deal private placement (the “ Bought Deal Offering”) and
concurrent non-brokered private placement (the “ Non-Brokered Offering”, and together with the Bought
Deal Offering, the “Offering”) of an aggregate of 20,577,403 units of the Company (the “ Units”) at a price
of C$0.52 per Unit (the “ Issue Price”), for aggregate total gross proceeds of C$ 10,700,250. Each Unit
consists of one common share (a “ Common Share”) in the capital of the Company and one -half (1/2) of
one common share purchase warrant (each whole common share purchase warrant, a “ Warrant”) of the
Company. Each Warrant is exercisable to acquire one C ommon Share (a “Warrant Share”) at a price per
Warrant Share of C$0.75 for a period of 24 months from the closing date of the Offering.
Under the Bought Deal Offering, the Company issued an aggregate of 19,231,250 Units (including
3,846,250 Units issued upon the exercise in full by the Underwriters (as defined herein) of the Underwriters’
Option) at the Issue Price for gross proceeds of C$ 10,000,250. Under the Non -Brokered Offering, the
Company issued an aggregate of 1,346,153 Units at the Issue Price for gross proceeds of C$700,000.
The Bought Deal Offering was led by Haywood Securities Inc. and Mackie Research Capital Corporation
as co-lead underwriters and joint-bookrunners on behalf of a syndicate of underwriters including PowerOne
Capital Markets Limited and Raymond James Ltd. (collectively, the "Underwriters").
The net proceeds from the sale of the Units will be used for exploration and development of the Company’s
Marathon Palladium Project, as well as working capital and general corporate purposes.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired
9,615,386 Units pursuant to the Bought Deal Offering. As a result of the Offering, Mr. Sprott beneficially
owns or controls 9,615,386 Common Shares and 4,807,693 Warrants of the Company, representing 7.83%
of the issued and outstanding common shares of the Company on a non-diluted basis and 11.30% of the
issued and outstanding common shares of the Company on a partially-diluted basis, assuming the exercise
of Mr. Sprott’s warrants as of the date hereof. Prior to the Offering, Mr. Sprott did not beneficially own or
control any common shares of the Company.
The Units were acquired by Mr. Sprott for investment purposes. Mr. Sprott has a long -term view of the
investment and may acquire additional securities of the Company, including on the open market or through
private acquisitions, or sell securities of the Company, including on the open market or through private
dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant
factors. A copy of Mr. Sprott’s early warning report will appear on the Company’s profile on SEDAR and
may also be obtained by calling his office at (416) 945-3294 (200 Bay Street, Suite 2600, Royal Bank Plaza,
South Tower, Toronto, Ontario M5J 2J2).
The Offering constituted a related party transaction with in the meaning of Multilateral Instrument 61 -101
(“MI 61-101”) as insiders of the Company subscribed for an aggregate of 163,000 Units. The Company is
relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101
contained in sections 5.5(a) and 5.7(1)(a) of MI 61 -101, as the fair market value of the participation in the
Offering by insiders doe s not exceed 25% of the market capitalization of the Company, as determined in
accordance with MI 61 -101. The participants in the Offering and the extent of such participation were not
finalized until shortly prior to the completion of the Offering. Accord ingly, it was not possible to publicly
disclose details of the nature and extent of related party participation in the Offering pursuant to a material
change report filed at least 21 days prior to the completion of the Offering.
In connection with the Bought Deal Offering, the Underwriters received: (i) a cash commission of 6.0% of
the gross proceeds of the Bought Deal Offering, excluding gross proceeds from the issuance of Units to
Eric Sprott for which a commission of 4.0% of such gross proceeds was paid by the Company to the
Underwriters; and (ii) that number of non -transferable compensation options (the “ Compensation
Options”) as is equal to (a) 6.0% of the aggregate number of Units sold under the Bought Deal Offering,
excluding those Units sold to Eric Sprott, and (b) 4.0% of the aggregate number of Units sold under the
Bought Deal Offering to Eric Sprott. Each Compensation Option is exercisable into one Common Share of
the Company at the Issue Price for a period of 24 months from the closing date of the Bought Deal Offering.
No fees were paid in connection with the Non-Brokered Offering.
The Units issued under the Offering are subject to a hold period in Canada expiring four months and one
day from the closing date. The securities offered have not been registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About Generation Mining Limited
Generation Mining Limited is focused on advancing t he Marathon Deposit , the largest undeveloped
platinum group metal Mineral Resource in North America. The Marathon Property covers a land package
of approximately 22,000 hectares or 220 square kilometres. Gen Mining acquired a 51% interest in the
Marathon Property from Sibany e Stillwater on July 10, 2019 and can increase its interest to 80% by
spending $10 million over a period of four years. More than $3 million of this has already been spent.
Sibanye Stillwater has certain back -in rights that can bring its interest in the Pr operty back to 51% after
such time as Gen Mining has earned its 80% interest (see the Company’s press release of July 11, 2019,
for more details) . The Company’s common shares trade on the Canadian Securities Exchange (“CSE”)
under the symbol GENM.
For further information please contact:
Jamie Levy
President and Chief Executive Officer
(416) 640-2934
(416) 567-2440
Forward-Looking Information
This press release includes certain information that may be deemed “forward -looking information” under
applicable securities laws. All statements in this press release, other than statements of historical facts, is
forward-looking information. In particular, stateme nts in this press release relating to the use of net
proceeds from the sale of the Units and the possible acquisition by Mr. Sprott of additional securities of the
Company constitute forward -looking information. Although the Company believes the expectatio ns
expressed in such 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 statements.
There are certain factors that could cause actual results to differ materially from those in the forward-looking
information. These include the results of the Company’s due diligence investigations, market prices,
exploration successes, continued availability of capital and financing, and general e conomic, market or
business conditions.
Investors are cautioned that any such statements are not guarantees of future performance and actual
results or developments may differ materially from those projected in the forward-looking information. For
more information on the Company, investors are encouraged to review the Company’s public filings at
www.sedar.com. 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, other than as
required by law.