i-80 Gold Announces Closing of Upsized Private Placement
i-80 Gold Announces Closing of Upsized
Private Placement
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
RENO, Nev.
,
Feb. 22, 2023
/CNW/ -
i-80 GOLD CORP. (
TSX: IAU) (NYSE: IAUX)
("i-80", or the
"Company")
is pleased to announce the closing of the previously announced upsized "best efforts"
private placement offering (the "
Offering
") of
US$65,000,000
principal amount of secured
convertible debentures (the "
Convertible Debentures
") of the Company (see press releases dated
February 2, 2023
and
February 3, 2023
). The Offering was led by Sprott Capital Partners LP and
CIBC World Markets Inc., as co–lead agents, on behalf of themselves and Stifel Nicolaus Canada
Inc., National Bank Financial Inc., Canaccord Genuity Corp., RBC Capital Markets Inc., Scotia
Capital Inc. and Cormark Securities Inc.
The Convertible Debentures will bear a fixed interest of 8.00% per annum and will mature on
February 22, 2027
, being the date that is four years from the Offering closing date (the "
Maturity
Date
"). The Convertible Debentures will be the senior unsecured obligation of the Company, and will
be secured on a limited recourse basis by Premier Gold Mines
USA
, Inc., the Company's wholly-
owned subsidiary, with recourse limited to a pledge of all present and future
limited liability company
units
issued by its wholly-owned subsidiary, Au-Reka Gold LLC ("
Au-Reka
"). The Convertible
Debentures will be guaranteed on a full recourse basis by Au-Reka which is secured by a first
ranking security over all of Au–Reka's present and future real and personal property (including the
McCoy-Cove project).
The Convertible Debentures are not redeemable prior to the Maturity Date; provided, however, that,
if the Company has not executed the security documents relating to the security being provided in
connection with the Offering within 90 days from the date hereof, the Company shall be obligated to
repurchase the Convertible Debentures, by the date that is 120 days from the date hereof, at a price
equal to 100% of the principal amount of the Convertible Debentures then outstanding plus any
accrued and unpaid interest thereon up to and including the date of redemption.
Ewan Downie
,
John Seaman
and
Matthew Gollat
, each of whom is a director and/or officer of the
Company, subscribed for
US$150,000
,
US$50,000
and
US$25,000
, respectively, in principal amount
of Convertible Debentures under the Offering (the "
Insider Participation
"). Each of the
subscriptions by
Ewan Downie
,
John Seaman
and
Matthew Gollat
is considered to be a "related
party transaction" for purposes of Multilateral Instrument 61-101 –
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
"). The Insider Participation is exempt from the formal
valuation and minority shareholder requirements under MI 61-101 in reliance upon the exemptions
contained in section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The Company did not file a
material change report more than 21 days before the expected closing date of the Offering as the
details of the Offering and the Insider Participation was not settled until shortly prior to the closing of
the Offering, and the Company wished to close the Offering on an expedited basis for sound
business reasons.
All securities issued under the Offering are subject to a hold period expiring four months and one day
from the date hereof. The Offering is subject to final acceptance of the Toronto Stock Exchange and
the NYSE American.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities described herein in
the United States
. The securities 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 state securities laws and, accordingly, may not be offered or sold within
the United States
except in compliance with the registration requirements of the U.S. Securities Act and applicable
state securities laws, unless an exemption from such registration is available.
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 that include
an autoclave.
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, completion
of refurbishment and development activities at the Lone Tree project and commencement of mining
operations at the Lone Tree project or the Ruby Hill mine. 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. These statements
reflect the Company's current expectations regarding future events, performance and results and
speak only as of the date of this release.
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 failure to obtain the final acceptance of the Offering from the Toronto
Stock Exchange and the NYSE American, the failure to execute the necessary security documents
within 90 days from the date of the closing of the Offering, 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; and the failure of exploration, refurbishment, development or mining programs or
studies to deliver anticipated results or results that would justify and support continued exploration,
studies, development or operations.
SOURCE
i-80 Gold Corp
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For further information:
Ewan Downie - CEO, Matt Gili - President & COO, Matthew Gollat -
Executive Vice-President, 1.866.525.6450, [email protected], www.i80gold.com
CO: i-80 Gold Corp
CNW 15:39e 22-FEB-23