i-80 Gold Completes Transaction with Nevada Gold Mines to Acquire Lone Tree and Buffalo Mountain All currencies expressed as
i-80 Gold Completes Transaction with Nevada Gold Mines to Acquire Lone
Tree and Buffalo Mountain
All currencies expressed as
United States
dollars unless otherwise stated
RENO, Nev.
,
Oct. 14, 2021
/CNW/ -
i-80 GOLD CORP.
(TSX: IAU) (OTCQX: IAUCF)
("i-80", or the "Company")
is pleased to announce that, together with
its wholly-owned subsidiaries Goldcorp Dee LLC ("
Goldcorp Dee
") and Au-Reka Gold LLC ("
Au-Reka
"), it has completed the transactions contemplated by the
previously announced asset exchange agreement (the "
Exchange Agreement
") with Nevada Gold Mines LLC ("
NGM
"). Pursuant to the Exchange Agreement,
the Company acquired from NGM, by way of an asset exchange, the Lone Tree and Buffalo Mountain gold deposits and certain processing infrastructure,
including an autoclave (collectively, the "
NGM Properties
"), in consideration for: (i) Goldcorp Dee's 40% ownership in the South Arturo property; (ii) assignment
of Au-Reka's option to acquire the adjacent Rodeo Creek exploration property; (iii) contingent consideration of up to
$50 million
based on production from the
Lone Tree property; and (iv) arrangement of substitute bonding (and release of NGM bonds) in respect of the Lone Tree and Buffalo Mountain reclamation
obligations at closing (collectively, the "
Asset Exchange
"). In addition, at closing of the Asset Exchange, NGM reimbursed i-80 approximately
$7.3 million
for
amounts previously advanced by i-80 for the autonomous truck haulage test work completed at South Arturo and for funds advanced by i-80 that were not used
for reclamation activities.
"With the closing of this transaction, we now embark on our aggressive growth plan to achieve our goal of building a prominent mid-tier gold producer" stated
Matthew Gollat
, EVP Business and Corporate Development of i-80 Gold. "Becoming one of only three companies in
Nevada
with infrastructure to process
refractory mineralization, i-80 has gained a strategic advantage for long-term mine development. Furthermore, the toll processing agreement is a key
component to this transaction, by providing the ability to process ore from Granite Creek, McCoy-Cove and Ruby Hill as they are developed while we are
retrofitting the Lone Tree autoclave".
The Company also announces that, further to its news release dated
September 7, 2021
, it has closed a concurrent non-brokered private placement (the
"Private Placement"), pursuant to which the Company sold an aggregate of 39,041,515 common shares in the capital of the Company ("Common Shares") at a
price of
C$2.62
per Common Share (the "Issue Price"), which represents the five-day volume-weighted average trading price of the Common Shares on the
Toronto Stock Exchange (the "TSX") ending on
September 2, 2021
, being the last trading date prior to the date of execution of the Exchange Agreement, for
aggregate gross proceeds of approximately
C$102,288,769
.
In connection with the Asset Exchange, NGM subscribed for 22,757,393 Common Shares under the Private Placement at the Issue Price. Following completion
of the Private Placement, NGM owns approximately 9.90% of the issued and outstanding Common Shares of the Company, calculated on a non-diluted basis.
Certain directors, officers and other insiders of the Company (collectively, the "
Interested Parties
") also subscribed for an aggregate of 615,802 Common
Shares under the Private Placement on the same terms as arm's length investors. The placement to the Interested Parties constitutes a "related party
transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
").
Notwithstanding the foregoing, the Interested Parties' participation in the Private Placement is exempt from the formal valuation and minority shareholder
approval requirements of MI 61–101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that, at the time the
Private Placement was agreed to, neither the fair market value of the securities to be distributed in the Private Placement nor the consideration to be received
for those securities, in so far as the Private Placement involves the Interested Parties, exceeds 25% of the Company's market capitalization, as calculated in
accordance with MI 61-101. The Company did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before
the expected closing date of the Private Placement as the details of the participation of Interested Parties had not been confirmed at that time and the
Company wished to close the Private Placement as expeditiously as possible.
The Company intends to use the net proceeds of the Private Placement, together with other available funds, to fund the acquisition of the Ruby Hill mine, the
exploration and development of its
Nevada
mineral projects, including the Ruby Hill mine, the NGM Properties and the McCoy Cove property, and for general
corporate purposes.
All securities issued under the Private Placement are subject to a hold period under applicable Canadian securities laws which will expire on
February 15, 2022
.
The Private Placement is subject to the final approval of the TSX.
The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities law, and
may not be offered, sold or delivered, directly or indirectly, within
the United States
, or to or for the account or benefit of U.S. persons, absent registration or an
exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of securities in any state in
the United States
in which such offer, solicitation or sale would be unlawful.
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.
Cautionary Note 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, statements with respect to the use of proceeds of the Private Placement, the timing and ability of the Company to receive necessary
regulatory approvals, including the final approval of the TSX, and the plans, operations and prospects of the Company. 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: failure to obtain the relevant regulatory approvals,
including final approval of the TSX; material adverse changes; exercise of termination rights by any relevant party; unexpected changes in laws; failure to
complete the Orion financing transaction on satisfactory terms; 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.
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For further information:
Ewan Downie - CEO; Matt Gili - President & COO; Matthew Gollat - EVP Business & Corporate Development, 1.866.525.6450,
[email protected], www.i80gold.com
CO: i-80 Gold Corp
CNW 19:32e 14-OCT-21