i-80 Gold Announces Board-Supported Acquisition of Paycore Minerals
i-80 Gold Announces Board-Supported Acquisition of
Paycore Minerals
RENO, Nev.
,
Feb. 27, 2023
/CNW/ -
i-80 GOLD CORP.
(TSX: IAU) (NYSE: IAUX)
("i-80")
and
Paycore Minerals Inc.
(TSXV:
CORE)
("Paycore")
are pleased to announce that the companies have entered into a definitive arrangement agreement (the
"
Agreement
") whereby i-80 will acquire all of the outstanding common shares of Paycore (the "
Paycore Shares
") pursuant to a
statutory plan of arrangement under the
Business Corporations Act
(
Ontario
) (the "
Transaction
").
Paycore owns the FAD Property that is host to the high-grade FAD deposit located immediately south of, and adjoining, i-80's
100%-owned Ruby Hill Property ("
Ruby Hill
" or the "
Property
") located in
Eureka County, Nevada
.
The Transaction will consolidate the northern portion of the
Eureka
District and is expected to strengthen i–80's dominant presence
in the district by increasing the size of the land package at Ruby Hill by more than 34% to approximately 14,272 acres, providing i-
80 enhanced exposure to one of the world's premier emerging Carbonate Replacement Deposit ("
CRD
") districts.
Highlights of the Transaction include:
Exchange ratio of 0.68 of an i-80 common share for each Paycore share held, representing a 36% premium for
Paycore shareholders based on the 20-day volume-weighted average price for both Paycore and i-80 for the period
ended on
February 24, 2023
and a 26% premium based on the closing prices of both companies on
February 24,
2023
1
Provides i-80 with an additional high-grade deposit along trend from mineralization being drilled on the Ruby Hill
Property and in close proximity to the Ruby Hill processing infrastructure (3,540,173 t @ 5.14 g/t Au, 196.46 g/t Ag,
8.0% Zn, 3.8% Pb)
2
Consolidates the northern portion of the
Eureka
District and enhances the upside opportunity of i-80 post-
Transaction
Increase i80's land position along the highly prospective Jackson-Holly fault corridor from 1.5km to 4.3km
Unanimous board approval and support from Paycore's largest shareholder, Waterton Nevada Splitter, LLC and
Waterton Nevada Splitter II, LLC ("Waterton"), which holds approximately 25% of the outstanding Shares of Paycore
"The geological setting being defined in the
Eureka
District is truly the most unique I have witnessed in my career", stated
Ewan
Downie
, CEO of i-80. "In the immediate area surrounding the Archimedes pit, we have identified oxide gold,
Carlin
-type refractory
gold, base metal skarn and polymetallic carbonate replacement mineralization. Older mineralizing events are often overprinted by
Carlin
-type mineralization resulting in precious metal rich deposits not found elsewhere in the Great Basin. We have intersected
high-grade mineralization in every one of our targets tested in 2022, all of which remain wide open for expansion. The expanded
property has the potential to host a world-class polymetallic deposit with enhanced potential for further discoveries."
__________________________________
1
Premiums based on trading on the TSX-V for Paycore and the TSX for i-80.
2
The historical estimates contained in this presentation have not been verified as current mineral resources. A "qualified person" (as defined in NI 43-101) has not done sufficient work to classify the historical estimate as current mineral
resources or mineral reserves, and the Company is not treating the historical estimate as current mineral resources or mineral reserves.
"The consolidation of the core part of the Ruby Hill district will allow i-80 to aggressively pursue the optimization of the company's
multi-year development plan – to create one of the largest U.S.-focused diversified mineral producers.", stated
Matthew Gollat
,
Executive Vice-President of i-80. "Step-out drilling results from Paycore's 2022 drill program confirm the upside potential of what
we believe to be one of
Nevada's
highest-grade undeveloped deposits that will benefit from the Ruby Hill processing infrastructure."
"This Transaction not only provides Paycore shareholders with greater exposure to the
Eureka
District, but also to i-80's high-
grade Granite Creek and Cove Projects, and its existing permitted infrastructure which includes an autoclave, while also delivering
a significant premium and enhanced liquidity as i-80 shareholders.", stated
Christina McCarthy
, President & CEO of Paycore.
James Gowans
, Chairman of Paycore Minerals, states: "The mineralization of these two properties is indicating a massive
carbonate replacement system along the fault corridor between the two properties. The combination of i-80 and Paycore's
deposits is shaping up to be among the highest-grade carbonate replacement deposits (CRD's) in the world."
Transaction Details
Pursuant to the Transaction, Paycore shareholders will receive 0.68 of an i-80 common share (each whole common share, an "
i-80
Share
") for each Paycore Share held (the "
Exchange Ratio
"), representing a premium of 36% based on the 20-day volume
weighted average price of both Paycore and i-80 shares for the period ended
February 24, 2023
and a 26% premium based on
the closing prices of both companies on
February 24, 2023
3
. Based on the Exchange Ratio, upon completion of the Transaction,
existing i-80 shareholders will own approximately 90% and former Paycore shareholders will own approximately 10% of the
combined company, on a fully diluted in-the-money basis. The Agreement includes, among other things, customary representations,
warranties and covenants, including a non-solicitation provision, a right to match superior proposals in favour of i-80, as well as a
termination fee of approximately
$3.3 million
payable by Paycore under certain customary circumstances.
The Transaction is expected to be structured as a plan of arrangement under the
Business Corporations Act
(
Ontario
) and, in
addition to other customary closing conditions, is subject to regulatory, stock exchange and court approvals or orders. The
Transaction will require the approval of (i) two-thirds of the votes cast by Paycore shareholders at a special shareholder meeting
and (ii) if required, a simple majority of the votes cast by Paycore shareholders at the special shareholder meeting, excluding the
votes held by certain persons as required by Multilateral Instrument 61-101 –
Protection of Minority Securityholders in Special
Transactions.
Officers, directors and certain shareholders of Paycore including Waterton, who collectively hold approximately 29%
of Paycore Shares, have entered into voting support agreements in favour of the Transaction.
The special meeting of shareholders of Paycore to approve the Transaction (the "
Meeting
") is expected to be held in late
April
2023
. A copy of the management information circular in respect of the Meeting will be filed on SEDAR (
www.sedar.com
) under
Paycore's issuer profile and mailed to shareholders of Paycore in accordance with applicable securities laws.
_____________________________
3
Premiums based on trading on the TSX-V for Paycore and the TSX for i-80.
Combined Company Asset Portfolio
On completion of the Transaction, i-80 will continue to own and operate its portfolio of mining assets, including
Lone Tree
, Ruby
Hill, Granite Creek and
McCoy Cove
and will also own 100% interest in the FAD Property located on the
Battle-Mountain
-
Eureka
trend in
Nevada
.
Prior to the discovery of
Carlin
-type mineralization by Homestake at Ruby Hill in the 1990's, the
Eureka
District enjoyed a
successful 100-year history of production (1864-1966) that resulted in some of the highest-grade historic CRD mines in the world.
The Ruby Hill district reported estimated historical production of
1.65 Moz of gold at an average grade of 0.83 oz/ton
(28.5 g/t Au) and 39.0 Moz of silver at an average grade of 19.5 oz/ton (668.6 g/t Ag) from 2.0 Mtons mined (also reported
>
625M
lbs Pb @ 15.63 %) of which 80% is estimated to be from the original
Ruby Hill Mine
on the FAD Property
4
.
The FAD deposit is the down-faulted, polymetallic-rich, extension of the original
Ruby Hill Mine
and was drilled by Paycore in 2022
– a program that successfully expanded mineralization with multiple high-grade intercepts reported including:
PC22-07
- 1.06 g/t Au, 155.5 g/t Ag, 22.0% Zn & 1.5% Pb over
12.5 m
and
2.03 g/t Au, 231.6 g/t Ag, 6.3% Zn & 3.7% Pb
over
44.8 m
PC22-08
- 7.1 g/t Au, 376.3 g/t Ag, 6.3% Zn & 10.3% Pb over
14.8 m
Since the 1960's, exploration in the district was focused on the discovery of
Carlin
-type deposits and the potential for polymetallic
deposits was largely ignored. More than 50-years later, i-80 and Paycore renewed exploration with i-80's inaugural drill program in
2021 and 2022 respectively, with numerous new discoveries including the Upper, Lower and East Hilltop Zones that are currently
being drilled by i-80. These newly discovered CRD zones are located on the south side of the Archimedes pit (see Image 1).
Previously released results from 2022 drilling in the Hilltop Zones include
515.3 g/t Ag, 28.9 % Pb, 10.5 % Zn & 0.9 g/t Au over
28.3 m
in hole iRH22-43 (Upper Hilltop),
1.9 g/t Au, 631.3 g/t Ag, 7.4 % Zn & 33.0 % Pb over
18.3 m
in hole iRH22–53 (Upper
Hilltop),
60.2 g/t Au, 908.7 g/t Ag, 1.1 % Zn & 15.7 % Pb over
10.0 m
in hole iRH22-55 (Upper Hilltop) and
12.3% Zn over
39.4
m
in hole iRH22-61 (East Hilltop) - see press releases dated
August 30, 2022
and
November 14
, 2022.
It is also important to note that zinc was recently added to the U.S. Geological Survey's list of critical minerals and
Blackjack/FAD/Hilltop could represent perhaps one of the most significant zinc-rich deposit(s) identified in the U.S. since the
discovery of the Taylor deposit that was acquired in 2018 by South32.
The Hilltop Corridor is a 5.0 km long, alluvial covered, trend immediately south of the Archimedes pit believed to be host to multiple
feeder fault structures (see Image 1) and the central area between Hilltop and FAD is largely untested by previous drilling owing to
the alluvial cover. The discovery of the Upper and Lower Hilltop Zones in the second half of 2022 combined with holes iRH22-44
and iRH22-61, the first holes drilled to test for extensions to the Blackjack Deposit structure, confirm i-80 geological team's model
that the Ruby Hill Property could be host to multiple types of mineralization and several large-scale deposits.
Geophysical surveys at Ruby Hill have identified highly prospective anomalies that are believed to have the potential to represent
additional massive sulfide targets, several of which will be the tested in the 2023 drilling program. Additional RC and core rigs have
been mobilized to accelerate the advancement of the multiple mineralized zones within the Hilltop Corridor.
The Ruby Hill Property is one of i-80's primary assets and is host to the core processing infrastructure within the
Eureka
District of
the Battle Mountain-Eureka Trend including an idle leach plant, an active heap leach facility, and is host to multiple gold, gold-silver
and polymetallic (base metal) deposits.
________________________________
4
Source: Nolan, Thomas B.. The Eureka Mining District Nevada: Geological Survey Professional Paper 406. Washington, DC: United States Government Printing Office, 1962. 78pp. & Nolan, T.B., and Hunt, R. N., 1968, The Eureka Mining
District, Nevada, in Ridge, J. D., ed., Ore deposits of the United States, 1933-1967 (Graton-Sales Vol.): New York, American Institute of Mining Metallurgy Petroleum Engineers. v. 1. P. 966-991
Image 1 – Hilltop Corridor Surface Plan (CNW Group/i-80 Gold Corp)
i-80 has submitted for approval its plan to develop an underground mine at Ruby Hill with mineralization accessed via a ramp from
the Archimedes open pit. Work is also progressing for the completion of updated mineral resource estimates (gold and polymetallic
zones) and an initial economic study for the gold zones (only).
Advisors and Counsel
Bennett Jones LLP is acting as legal counsel to i-80. Fogler, Rubinoff LLP is acting as legal counsel to Paycore. CIBC World
Markets Inc. is acting as financial advisor to Paycore.
Fairness Opinion
Haywood Securities Inc. has provided a fairness opinion to the special committee of the Board of Directors of Paycore stating that,
as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the
consideration to be paid by i-80 pursuant to the Transaction is fair, from a financial point of view, to Paycore shareholders.
Conference Call and Webcast
i-80 and Paycore will hold a joint conference call and webcast on
February 27, 2023
at
9:30 am ET
to discuss the Transaction.
Those interested in participating in the conference call should dial in using the following numbers:
Toll-free Canada/US:
888-256-1007
International:
647-484-0475
Confirmation #:
3803049
Login to the webcast:
https://app.webinar.net/M6k4VQGz9vR
The webcast will be archived on both i-80 and Paycore websites until the Transaction closes.
Encore Replay Local:
647-436-0148
Encore Replay North American Toll Free:
888-203-1112
Encore Replay Entry Code:
3803049
About i-80 Gold Corp.
i-80 Gold Corp. is a well-financed,
Nevada
-focused, mining company with a goal of achieving mid-tier gold producer status through
the development of multiple deposits within the Company's advanced-stage property portfolio with processing at i-80's centralized
milling facilities. i-80 Gold's common shares are listed on the TSX and the NYSE American under the trading symbol IAU:TSX and
IAUX:NYSE. Further information about i-80 Gold's portfolio of assets and long-term growth strategy is available at
www.i80gold.com
or by email at
.
About Paycore Minerals
Paycore is a corporation incorporated under the
Business Corporations Act
(
Ontario
) and, through its subsidiaries, holds a 100%
interest in the FAD Property that is located in the heart of the
Eureka
-
Battle Mountain
trend in
Nevada, USA
. The FAD Property is
host to the high-grade polymetallic FAD deposit that was partially delineated with surface and underground drilling in the 1940s and
1950s. The FAD Property is located less than 3 miles from
Eureka, Nevada
and has established infrastructure, including a shaft,
roads and old buildings. FAD was previously owned by
Barrick Gold
. Barrick acquired the FAD Property when the Company
acquired Homestake Mining in 2001
.
Please
click here
for further information on abbreviations and conversions referenced in this press release.
QAQC Procedures
All i-80 samples were submitted to ALS Minerals (ALS) of
Sparks, NV
, which is an ISO 9001 and 17025 certified and accredited
laboratory, independent of the Company. Samples submitted through ALS are run through standard prep methods and analysed
using Au-AA23 (Au; 30g fire assay; ALS) and ME-ICP61a (33 element suite; 0.4g Four Acid/ICP-AES; ALS). Overlimit samples of
Ag, Pb, and Zn are analyzed by ore-grade methods comprising HF-HNO3-HClO4 Digest, HCl leach and ICP-AES. Additional
samples overlimit ore-grade methods are analyzed by acid dissolution and titration. ALS also undertakes their own internal coarse
and pulp duplicate analysis to ensure proper sample preparation and equipment calibration. i-80 Gold Corp's QA/QC program
includes regular insertion of CRM standards (gold and polymetallic), duplicates, and blanks into the sample stream with a stringent
review of all results.
All Paycore samples were submitted to ALS Minerals (ALS) of
Sparks, NV
, which is an ISO 9001 and 17025 certified and
accredited laboratory, which is independent of the Company. Samples submitted through ALS are run through standard prep
methods and analysed using Au-AA23 (Au; 30g fire assay) and ME-MS61 (48 element suite; 0.25g 4-acid/ICP-AES and ICP-MS).
ALS also undertakes their own internal coarse and pulp duplicate analysis to ensure proper sample preparation and equipment
calibration. Paycore's QA/QC program includes regular insertion of CRM standards, duplicates, and blanks into the sample stream
with a stringent review of all results, and third-party assay checks of mineralized intercepts.
Qualified Person
Tyler Hill
, CPG-12146, Senior Geologist at i-80 has reviewed this press release and is a qualified person (as defined in NI 43-101)
for i-80, with respect to the scientific and technical information contained in it.
The scientific and technical data contained in this news release pertaining to the FAD Property was reviewed and approved by
Gary Edmondo
, CPG, who is a "qualified person" within the meaning of NI 43-101 - Standards of Disclosure for Mineral Projects.
Gary is a certified professional geologist through the AIPG (#11089)
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of
applicable securities laws, including but not limited to, the expansion or mineral resources at Ruby Hill and the potential of the Ruby
Hill project and the FAD project, the timing of the completion of the Transaction, the synergies of the Transaction, the anticipated
benefits of the Transaction to shareholders of i-80 and Paycore, the third party approvals and consents (including the stock
exchange approvals) required to complete the Transaction, the conditions required to be satisfied to complete the Transaction, the
abilities of the companies to complete the Transaction on the terms announced (if at all), the future results of the operations of the
combined company following the Transaction, the timing of the Meeting, the intentions, plans and future actions of the companies
participating in the transactions described herein, performance and achievements of the combined company, the timing, content,
cost and results of proposed work programs, the discovery and delineation of mineral deposits / resources / reserves, geological
interpretation, proposed production rates, potential mineral recovery processes and rates, business and financing plans, business
and market trends and future operating revenues. Such statements and information involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements of the company, its projects, or industry results,
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements or information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend",
"expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that
certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Although the companies
believe that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. These
statements reflect the companies' current expectations regarding future events, performance and results and speak only as of the
date of this release. . The companies do not undertake, and assumes no obligation, to update or revise any such forward-looking
statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by
law.
The public disclosure filings of i-80 and Paycore may be accessed via
www.sedar.com
and readers are urged to review these
materials, including the technical reports filed with respect to the mineral properties of the combined companies, and particularly
the technical report titled
"Amended and Restated NI 43-101 Technical Report, FAD Project,
Eureka, Nevada
"
with an effective
date of
April 7, 2022
(amended and restated on
February 1, 2023
) prepared by Global Resource Engineering with respect to
Paycore's FAD Project (the "
FAD Technical Report
"). A copy of the FAD Technical Report is accessible on SEDAR (
www.sedar.com
) under Paycore's issuer profile.
Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of
factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information,
including, but not limited to: the Agreement being terminated, material adverse changes, unexpected changes in laws, rules or
regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as
agreed; social or labour unrest; changes in commodity prices; variations in the nature, quality and quantity of any mineral deposits;
the inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its
properties successfully or profitably and the failure of exploration programs or studies to deliver anticipated results or results that
would justify and support continued exploration, studies, development or operations.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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For further information:
please contact: i-80 Gold Corp., Ewan Downie, CEO, Matt Gili, President & COO, Matthew Gollat,
Executive Vice-President, Telephone: 1.866.525.6450, Email: [email protected], Website: www.i80gold.com; Paycore Minerals
Inc., Christina McCarthy, President, C.E.O, Director, Telephone: 1.416.712.6151, Email: [email protected],
Website: www.paycoreinc.com
CO: i-80 Gold Corp
CNW 06:00e 27-FEB-23