Jaguar Mining Announces Closing of the Final Tranche of USD$25 Million Non-Brokered Equity Private Placement Offering
NEWS RELEASE
July 9, 2019 TSX: JAG
FOR IMMEDIATE RELEASE
Jaguar Mining Announces Closing of the Final Tranche of
USD$25 Million Non-Brokered Equity Private Placement Offering
Not for Distribution to U.S. Newswire Services or for Dissemination in the USA.
TORONTO, July 9, 2019 - Jaguar Mining Inc. (" Jaguar" or the " Company" ) (T S X : J A G ) i s p l e a s e d t o
announce that on July 8, 2019 the Company closed the final tran che of its previously announced non-
brokered private placement (the “ Offering”). Pursuant to the final tranche of the Offering, the Company
issued 33,022,202 common shares (the “ Common Shares”) at a price per share of CAD$0.085 (or
USD$0.0634 at a deemed exchange ra te of USD$1.00 = C$1.34), for gross proceeds of approximately
USD$2.1 million. Pursuant to both tranches, the Company issued a combined total of 394,117,647
Common Shares for aggregate gross proceeds of USD$25 million.
“We are very excited about the completion of the Offering and t he enthusiasm shown by current
shareholders and new investors for the oversubscribed financing ,” said Thomas S. Weng, Chairman of
Jaguar. “The proceeds from the Offering are expected to drive s ignificant changes at Jaguar while
providing an opportunity to bolster, among other things, capita l equipment and infrastructure, mine
planning, optimization, reserves and mine life while increasing expected gold production and reducing the
expected costs per ounce.”
The Company anticipates that it will use the net proceeds of the Offering for: (i) capital improvements and
infrastructure intended to improve production output and cost e fficiencies at its operating gold mines in
Brazil; (ii) advancing the Corporation’s mineral exploration ac tivities in order to increase reserves and
expected mine lives; (iii) the repayment of a USD$7.85 bridge loan due July 15, 2019; and (iv) for general
corporate and working capital improvement purposes.
Given that Jaguar insiders Eric Steven Sprott and Tocqueville A sset Management LP participated in the
Offering, it constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI
61-101”).
Prior to the closing of the first and final tranches of the Off ering (the “ Closing”), Mr. Sprott held
59,755,141 Common Shares directly and held an additional 11,545 ,455 Common Shares through
2176423 Ontario Ltd. (a corporation which is beneficially owned by him) for total holdings of 71,300,596
Common Shares, representing approximately 21.7% of the Company’s outstanding Common Shares on a
non-diluted basis.
Tocqueville Asset Management LP is a New York-based, SEC regist ered, investment adviser firm and
investment fund manager that manages a number of investment fun ds, including the Tocqueville Gold
Fund, which is a mutual fund. Tocqueville Asset Management LP d oes not itself own any securities of
Jaguar, but has authority to exer cise control and direction ove r the assets of the Tocqueville Gold Fund,
which held 64,330,707 Common Shares on a pre-Closing basis.
Prior to the Closing, Jaguar had 328,505,674 issued and outstan ding Common Shares. Pursuant to the
first and final tranches of the Offering, Jaguar issued an aggr egate of 394,117,647 additional Common
Shares, representing 119.97% of its issued and outstanding Comm on Shares prior to Closing. Pursuant
to the Offering, Mr. Sprott purchased 236,470,588 Common Shares (representing USD$15 million and
60% of the entire Offering) and as of the date hereof, after gi ving effect to the closing of the first and final
tranches of the Offering, beneficially owns and controls 307,77 1,184 Common Shares, which represents
42.6% of the Company’s outstandi ng Common Shares on a non-dilut ed basis. Tocqueville Gold Fund
purchased an aggregate of 77,179,38 8 Common Shares for total ho ldings of 141,510,095 Common
Shares, which represents 19.6% of the Company’s outstanding Common Shares on a non-diluted basis.
A copy of 2176423 Ontario Ltd.'s early warning report will appe ar on the Company's profile on SEDAR
and may also be obtained by calling (416) 362-7172 (200 Bay Str eet, Suite 2600, Royal Bank Plaza,
South Tower, Toronto, Ontario M5J 2J1).
The Offering is exempt from the formal valuation requirement an d minority shareholder approval
requirement of MI 61-101 since the Company relied upon the fina ncial hardship exemptions that are
found in subsections 5.5(g) and 5. 7(e) of MI 61-101. As describ ed in OSC Staff Notice 51-706, the
financial hardship exemption of the Toronto Stock Exchange (the “TSX”) and the considerations made by
the Company and the TSX pursuant to the Company’s application t o utilize that exemption are similar to,
and based on, the financial hardship exemption in MI 61-101. On May 27, 2019, the Company submitted
a lengthy and detailed application to the TSX (pursuant to the provisions of Section 604(e) of the TSX
Company Manual) whereby the Company sought to utilize the “fina ncial hardship” exemption from the
TSX’s requirement to obtain shareholder approval for the Offeri ng (as otherwise required by section
604(a) and 607(g) of the TSX Company Manual). The application w as made upon the recommendations
of both the Finance & Corporate Development Committee and the A udit & Risk Committee of the
Company's Board of Directors, whose members are free from any i nterest in the transactions and are
unrelated to the parties involved in the transactions, and was based on their determination that the
Offering is reasonable for the Company in the circumstances. No member of the Company's Board of
Directors had a materially contrary view or any material disagr eement regarding the decision to proceed
with the Offering. If the Offering was the subject of a shareho lder vote, then the Company's Board of
Directors would have unanimously recommended that the sharehold ers vote to approve the Offering.
Following the TSX's review of the Company's application and the considerations described in TSX Staff
Notice 2009-0003, the TSX provided its approval for the Company to announce the Offering (which
occurred on June 18, 2019) and, pursuant to a letter dated June 25, 2019, provided the Company with
the TSX’s conditional approval for the Offering.
The TSX has informed the Company that the Company will be the s ubject of a remedial delisting review.
It is routine for the TSX to require any issuer utilizing the financial hardship exemption to be the subject of
a remedial delisting review. Pursuant to this delisting review, the TSX has required that, prior to October
16, 2019, the Company demonstrate to the TSX that the Company c omplies with all of the TSX
requirements for continued listing after the completion of the Offering. With the Closing now complete, the
Company is confident that it is in a position to satisfy these requirements and will make the appropriate
submissions to the TSX later this month.
In connection with the Closing of the final tranche, certain ar m’s-length finders received an aggregate
cash finder’s commission of approximately USD$12,800.
Pursuant to applicable Canadian securities laws, all securities issued pursuant to the first and final
tranches of the Offering are subject to, among other things, a hold period of four months and one day,
expiring on November 6, 2019 and November 9, 2019, respectively . The Offering remains subject to the
TSX’s final approval.
This news 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, so licitation or sale would be unlawful. The
securities being offered have not been, nor will they be, regis tered under the United States Securities Act
of 1933 , as amended, and may not be offered or sold in the United Stat es absent registration or an
applicable exemption from the registration requirements of the United States Securities Act of 1933 , as
amended, and applicable state securities laws.
About Jaguar Mining Inc.
Jaguar Mining Inc. is a Canadian-listed junior gold mining, dev elopment, and exploration company
operating in Brazil with three gold mining complexes and a larg e land package with significant upside
exploration potential from mineral claims covering an area of a pproximately 64,000 hectares. The
Company's principal operating assets are located in the Iron Qu adrangle, a prolific greenstone belt in the
state of Minas Gerais and include the Turmalina Gold Mine Compl ex and Caeté Mining Complex (Pilar
and Roça Grande Mines, and Caeté Plant). The Company also owns the Paciência Gold Mine Complex,
which has been on care and maintenance since 2012 and the Roça Grande Mine which has been on care
and maintenance since April 2018. Additional information is ava ilable on the Company's website at
www.jaguarmining.com.
For further information, please contact:
- Ben Guenther, Interim Chief Executive Officer, Jaguar Mining Inc.,
[email protected], +1 416-847-1854
- Hashim Ahmed, Chief Financial Officer, Jaguar Mining Inc., ha [email protected],
+1 416-847-1854
Forward-Looking Statements
Certain statements in this news release constitute "forward-looking information" within the meaning of
applicable Canadian securities legisl ation. Forward-looking statement s and information are provided for
the purpose of providing information about management's expectations and plans relating to the future.
All of the forward-looking information made in this news release is qualified by the cautionary statements
below and those made in the Company’s other filings wi th the securities regulators in Canada. Forward-
looking information contained in forward-looking statements can be identified by the use of words such as
"are expected," "is forecast," "is targeted," "approximately," "plans," "anticipates," "projects," "anticipates,"
"continue," "estimate," "believe" or variations of such words and phrases or statements that certain
actions, events or result s "may," "could," "would," "might," or "w ill" be taken, occur or be achieved. All
statements, other than statements of historical fact, may be considered to be or include forward-looking
information. This news release contains forward-l ooking information regarding, among other things, the
Company’s proposed use of the net proceeds of the Offering, the outcome of the TSX’s remedial delisting
review, fundraising, capital markets, expected sales, production statistics, ore grades, tonnes milled,
recovery rates, cash operating co sts, definition/delineation drilling, the timing and amount of estimated
future production, costs of production, capital expenditures, costs and timing of the development of
projects and new deposits, success of explorat ion, development and mining activities, currency
fluctuations, capital requirements, project studies, mine life extensions, restarting suspended or disrupted
operations, continuous improvement initiatives, c apital improvements, operating efficiencies, and
resolution of pending litigation. The Company has made numerous assumptions with respect to forward-
looking information contained herein, including, among other things, assumptions about the estimated
timeline for: the raising of sufficient additional capital; the continued development of its mineral properties;
the supply and demand for, and the level and volatility of the price of, gold; the accuracy of reserve and
resource estimates and the assumptions on which the reserve and resource estimates are based; the
receipt of necessary permits; market competiti on; ongoing relations with employees and impacted
communities; political and legal developments in any jurisdiction in which the Company operates being
consistent with its current expectations including, without limitation, the im pact of any potential power
rationing, tailings facility regulation, exploration and mine operating licenses and permits being obtained
an renewed and/or there being adverse amendments to mining or other laws in Brazil and any changes to
general business and economic conditions. Forward-looking information involves a number of known and
unknown risks and uncertainties, in cluding among others: the risk of J aguar not meeting the forecast
plans regarding its operations and financial performance; uncertainties with respect to the price of gold,
labour disruptions, mechanical failures, increase in costs, environmental compliance and change in
environmental legislation and regulation, weather delays and increased costs or production delays due to
natural disasters, power disrupti ons, procurement and delivery of parts and supplies to the operations;
uncertainties inherent to capital markets in genera l (including the sometimes volatile valuation of
securities and an uncertain ability to raise new capital) an d other risks inherent to the gold exploration,
development and production industry, which, if incorrect, may cause actual results to differ materially from
those anticipated by the Company and described her ein. In addition, there are risks and hazards
associated with the business of gold explorati on, development, mining and production, including
environmental hazards, tailings dam failures, industrial accidents and workplace safety problems, unusual
or unexpected geological formations, pressures, cave -ins, flooding, chemical spills, procurement fraud
and gold bullion thefts and losses (and the risk of inadequate insurance, or the inability to obtain
insurance, to cover these risks). Accordingly, readers should not place undue reliance on forward-looking
information.
For additional information with respect to these and other factors and assumptions underlying the
forward-looking information made in this news release, see the Company's most recent Annual
Information Form and Management's Discussion and Analysis, as well as other public disclosure
documents that can be accessed un der the issuer profile of "Jaguar Mining Inc." on SEDAR at
www.sedar.com. The forward-looking information se t forth herein reflects the Company's reasonable
expectations as at the date of this news release an d is subject to change after such date. The Company
disclaims any intention or obligation to update or revi se any forward-looking information, whether as a
result of new information, future events or otherwise, other than as requ ired by law. The forward-looking
information contained in this news release is expressly qualified by this cautionary statement.