Artemis announces equity financing of up to $ 156 million
All amounts are in Canadian dollars, unless otherwise indicated
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, May 10, 2021 (GLOBE NEWSWIRE) – Artemis Gold Inc. (TSX-V: ARTG) (“Artemis“or the”Society“) Is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial and BMO Capital Markets (collectively, the”Subscribers“) under which the Underwriters have agreed to purchase on a bought deal basis 16,394,000 Common Shares (the”Ordinary actions“), priced at $ 6.10 per common share (the”Offer price“) for gross proceeds of approximately $ 100,003,400 (the”Bid“).
The Company is also undertaking a non-intermediary private placement (the âOffer without intermediary“And with the Purchase Offer, the”Offer) Pursuant to which up to 9,200,000 Common Shares will be issued to insiders of the Company and to a President’s List, at the offering price, for gross proceeds of up to $ 56,120,000.
The Common Shares issuable under the bought deal offering will be offered under a prospectus supplement (the âExtra charge) To the base shelf prospectus of the Company dated January 12, 2021. The terms of the bought deal offer will be described in the supplement to be filed with the securities regulators of each of the provinces and territories of Canada, at Except for Quebec, and the common shares may also be offered by way of private placement in the United States.
With respect to the tender offer, the Company has granted the underwriters an option, exercisable at the offer price for a period of 30 days following the closing of the offer, to purchase up to an additional 15%. of the buyback offer to cover over-allocations, if applicable.
The bought deal Offer is expected to close on May 19, 2021 and the Broker-less Offer is expected to close no later than May 31, 2021. Closing of the Offer is subject to certain conditions, including, but not limited to ” limit, the Company’s approval of the TSX Venture Exchange.
The net proceeds of the Offering will be used to make its final cash acquisition payment to New Gold Inc. pursuant to an asset purchase agreement dated June 9, 2020 between Artemis and New Gold Inc., the authorization funds and development costs for the Company’s Blackwater Gold. Project and general corporate purposes.
The offered common shares have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the requirements of ‘registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of Common Shares in any jurisdiction where such an offer, solicitation or sale would be illegal.
OR ARTEMIS INC.
On behalf of the board of directors
Chairman and CEO
For more information: Chris Batalha, Chief Financial Officer and Corporate Secretary, +1 (604) 558-1107.
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 release.
Caution regarding forward-looking information
This press release contains certain “forward-looking statements” and certain “forward-looking information” as defined by applicable Canadian and United States securities laws (collectively, “”forward-looking statements“). Forward-looking statements can generally be identified by the use of forward-looking terms such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe” , “Continue”, “plans”, “potential” or similar terminology. The forward-looking statements contained in this press release include, without limitation, statements and information relating to the closing of the Offer, the ability of the Company to meet the conditions and to close the Offer; the terms of the Offer, including the size of the Offer, and the Company’s ability to complete the Offer; the use of the proceeds of the Offer; and other statements regarding future plans, expectations, directions, projections, objectives, estimates and forecasts, as well as statements regarding management’s expectations with respect to such matters.
Forward-looking statements and information are not historical facts and are made as of the date of this press release. These forward-looking statements involve many risks and uncertainties, and actual results may vary. Important factors that may cause actual results to vary include, but are not limited to, risks relating to the Company’s ability to meet the conditions of the Offer and to close the Offer; the Company’s ability to achieve its plans and objectives with respect to the Blackwater Gold Project on schedule or not at all; the timing and receipt of certain approvals, variations in the prices of raw materials and electricity, variations in interest and exchange rates, the risks inherent in the estimates and results of exploration, the timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources), changes in development or mining plans due to changes in factors logistical, technical or other, unforeseen operational difficulties (including failure of plant, equipment or processes to operate according to specifications, escalation of costs, unavailability of materials, equipment and sub- third party processors, delays in receiving government approvals, industrial disruption or other professional actions, and unforeseen health-related events ty, security and the environment), political risks, social unrest and changes in general economic or financial market conditions. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including, without limitation, assumptions that: (1) the Company will be able to complete the Offer on schedule ; (2) the Company will be able to obtain all necessary approvals required under the Offer; (3) market fundamentals will translate into sustained demand and prices for minerals; (4) receipt of all necessary approvals and consents in connection with the development of any property; (5) the availability of financing on terms suitable for the development, construction and continued operation of any mining property; and (6) sustained raw material prices so that all properties brought into production remain economically viable. The actual results or performance of the Company could differ materially from those expressed or implied by forward-looking statements relating to these matters. Accordingly, no guarantee can be given that any of the events anticipated by the forward-looking statements will or will occur, or if any of them will occur, what impact they will have on the offering, results of the operation or financial condition of the Company. . Except as required by law, the Company has no obligation, and expressly disclaims any obligation, to update, modify or otherwise revise any forward-looking statement, written or oral, which may be made from time to time, that this or due to new information, future events or otherwise, except as may be required under applicable securities laws.