GoldMining Inc. Announces Updated At-the-Market Equity Program
GoldMining Inc. Announces Updated At-the-Market Equity
Program
VANCOUVER, BC
,
Dec. 30, 2022
/CNW/ -
GoldMining Inc.
(TSX: GOLD) (NYSE American: GLDG) ("
GoldMining
" or the
"
Company
") announces it has entered into an equity distribution agreement dated
December 30, 2022
(the "
Distribution
Agreement
") with a syndicate of agents, including BMO Nesbitt Burns Inc. and BMO Capital Markets Corp. (the "
Lead
Agents
") and H.C. Wainwright & Co., LLC, Haywood Securities Inc., Laurentian Bank Securities Inc. and Roth Capital
Partners, LLC (together with the Lead Agents, the "
Agents
"), for a new at-the-market equity program (the "
ATM Program
"),
which replaces the Company's previous at-the-market equity program which is set to expire on
January 1, 2023
in accordance
with its terms.
The ATM Program allows the Company to distribute up to
US$50 million
(or the equivalent in Canadian dollars) of common
shares of the Company (the "
Offered Shares
") to the public from time to time, through the Agents, at the Company's
discretion. Any Offered Shares sold under the ATM Program will be sold at the prevailing market price at the time of sale.
The Company intends to use the net proceeds of any sales under the ATM Program to fund the exploration and development
of its mineral properties, to fund future acquisitions as may be determined by the Company, and for working capital.
Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through "at-the-market distributions" as
defined in National Instrument 44-102 –
Shelf Distributions
on the Toronto Stock Exchange, NYSE American LLC or any other
trading market for the Offered Shares in
Canada
or
the United States
. The Company is not obligated to make any sales of
Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted
therein, the Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of
the Offered Shares sold under the ATM Program reaches the aggregate amount of
US$50 million
(or the equivalent in
Canadian dollars); or (b)
November 27, 2023
.
The ATM Program will become effective upon the filing of a prospectus supplement to the Company's short form base shelf
prospectus dated
October 27, 2021
and U.S. registration statement on Form F-10 filed
May 3, 2021
, as amended on
October 27, 2021
. Copies of the prospectus supplement, the Distribution Agreement and other relevant documents will be
available under the Company's profiles on SEDAR at
www.sedar.com
and EDGAR at
www.sec.gov
. Alternatively, the Lead
Agents will send copies of such documents to investors upon request.
In
Canada
:
BMO Nesbitt Burns Inc.
Brampton Distribution Centre C/O
Attention: The Data Group of Companies
9195 Torbram Road
Brampton, Ontario
L6S 6H2
Email:
Telephone: (905) 791-3151, ext. 4312
In
the United States
:
BMO Capital Markets Corp.
Attention: Equity Syndicate Department
151 W 42nd Street, 32nd Floor
New York, New York
10036
Email:
Telephone: (800) 414-3627
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale
of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About GoldMining Inc.
GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the
Americas. Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold
and gold-copper projects in
Canada
,
the United States
,
Brazil
,
Colombia
, and
Peru
. The Company also owns more than 21
million shares of Gold Royalty Corp. (NYSE American: GROY).
Forward-looking Information
This news release contains certain forward-looking statements that reflect the current views and/or expectations, including
those regarding the intended use of proceeds raised from the ATM Program and the future issuance of Offered Shares
thereunder. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and
forecasts about the business and the markets in which GoldMining operates. Forward-looking information includes
statements that address or discuss activities, events or developments that the Company expects or anticipates may occur in
the future. When used in this news release, words such as "estimates", "expects", "plans", "anticipates", "will", "believes",
"intends" "should", "could", "may" and other similar terminology are intended to identify such forward-looking information.
These statements involve significant uncertainties, known and unknown risks, uncertainties and other factors and, therefore,
actual results, performance or achievements of the Company and its industry may be materially different from those implied
by such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and
uncertainties, including: risks that the Company may not sell any of the Offered Shares or may raise less than the maximum
offering amount under the ATM Program; management has broad discretion in the use of proceeds from the ATM Program;
delays to project plans caused by governmental restrictions and other future impacts or any other inability of the Company
to meet expected timelines for planned project activities, including the timing of proposed project studies and programs; the
inherent risks involved in the exploration and development of mineral properties, fluctuating metal prices, proposed studies
may not confirm GoldMining's expectations for its projects, unanticipated costs and expenses, risks related to government
and environmental regulation, social, permitting and licensing matters, and uncertainties relating to the availability and costs
of financing needed in the future, including the availability of future borrowings under existing credit facilities. These risks,
as well as others, including those set forth in GoldMining
ꞌ
s Annual Information Form for the year ended
November 30, 2021
,
and other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission, could cause actual
results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements
and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to
develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to
release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable
securities law.
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SOURCE
GoldMining Inc.
View original content:
http://www.newswire.ca/en/releases/archive/December2022/30/c7009.html
%SEDAR: 00031036E
For further information:
Amir Adnani - Chairman; Alastair Still - Chief Executive Officer; Investor Relations: Toll Free:
1.855.630.1001, Email: [email protected], Website: www.GoldMining.com; Corporate Office: 1030 West Georgia Street,
Suite 1830, Vancouver, BC, V6E 2Y3, Phone: 604.630.1001
CO: GoldMining Inc.
CNW 17:00e 30-DEC-22