VANCOUVER, Oct. 05, 2021 - Pure Gold Mining Inc. (TSXV:PGM LSE:PUR) ("PureGold" or the "Company") is pleased to announce the Company has agreed to issue 3,307,619 units of the Company (the "Units") at a price of C$1.05 per Unit (the "Transaction") for gross proceeds of approximately C$3,473,000 on a non-brokered basis to AngloGold Ashanti Ltd. ("Anglogold"). Each Unit is comprised of one common share (each a "Common Share") and one-half Common Share purchase warrant (each such full warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of C$1.36 for 18 months from the closing of the Transaction.
The Company intends to use the net proceeds raised from the Transaction to fund the continued ramp up of operations at its 100%-owned PureGold Mine Project located in Red Lake, Ontario, underground drilling and development of the high-grade 8 zone, and for general corporate purposes.
It is expected that the closing of the Transaction will occur on or about October 15, 2021 and is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange and SARB approval. The securities to be issued under the Transaction will have a hold period of four months and one day from the applicable closing date in accordance with applicable securities laws.
Anglogold is considered a "related party" of Pure Gold as it currently owns approximately 14.3% of the issued and outstanding common shares of Pure Gold on a non-diluted basis and, accordingly, the Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). The Transaction is exempt from the minority approval requirement of Section 5.6 and the formal valuation requirement of Section 5.4 of MI 61-101 as neither the fair market value of the Transaction, nor the fair market value of the consideration for the Transaction, exceeds 25% of Pure Gold's market capitalization. A material change report in connection with the Transaction will be filed less than 21 days before the closing of the Transaction. This shorter period is reasonable and necessary in the circumstances as the Company wishes to complete the Transaction in a timely manner.
The securities offered 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT PURE GOLD MINING INC.
PureGold is a growth company, located in the very heart of Red Lake, Canada. Our objective is pure and simple. To develop a highly-profitable long life gold mining company, becoming Canada's next iconic gold producer. Our plan is very disciplined, very methodical and financially sound. To expand organically, and develop PureGold's multi-million ounce high grade gold asset incrementally, step-by-step, using a phased mining development plan to deliver maximum return.
ON BEHALF OF THE BOARD
Darin Labrenz, President & CEO
For further information:
Director, Marketing and Communications
This news release contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects, the expected use of proceeds of the Transactions, the anticipated closing dates of the Transactions and the anticipated size and structure of each of the Transactions. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances, management's estimates or opinions should change, except as required by securities legislation. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.