Artemis Gold Inc. (TSX-V: ARTG) ("
Artemis" or the
"
Company") is pleased to announce that it has
entered into an agreement with National Bank Financial, as sole
bookrunner and lead underwriter, together with RBC Capital Markets
and Stifel GMP as co-lead underwriters, on behalf of a syndicate of
underwriters (collectively, the "
Underwriters")
under which the Underwriters have agreed to buy on a bought deal
basis 19,112,000 common shares (the "
Common
Shares"), at a price of $4.50 per Common Share (the
“
Offering Price”) for gross proceeds of
$86,004,000 (the "
Bought Deal Offering").
In addition to the Bought Deal Offering, certain
management, insiders and shareholders will participate in a
separate non-brokered offering, whereby up to 19,778,000 Common
Shares will be issued, at the Offering Price, for gross proceeds of
up to $89,001,000 (the “Non-Brokered Offering”,
together with the Bought Deal Offering, the
“Offering”).
The Common Shares offered under the Bought Deal
Offering and the Non-Brokered Offering will be offered pursuant to
two separate prospectus supplements (the
“Supplements”) to the Company's base shelf
prospectus dated January 12, 2021. The terms of the Bought Deal
Offering and the Non-Brokered Offering will be described in the
Supplements which will be filed with the securities regulators in
each of the provinces and territories of Canada, other than Québec,
and the Common Shares may also be offered by way of private
placement in the United States.
The Offering is expected to close on October 14,
2022. The closing of the Offering is subject to certain conditions,
including but not limited to, the Company receiving the approval of
the TSX Venture Exchange.
The net proceeds of the Offering will be used to
fund permitting and development costs for the Company’s Blackwater
Gold Project and for general corporate purposes.
The Common Shares offered have not been
registered under the U.S. 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 registration requirements. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
Common Shares in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
ARTEMIS GOLD INC.On behalf of the Board of
Directors
“Steven Dean”Chairman and Chief Executive
Officer
For further information: Chris Batalha, CFO
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) accept responsibility for the
adequacy or accuracy of this release.
Cautionary Note Regarding
Forward-Looking Information
This news release contains certain "forward
looking statements" and certain "forward-looking information" as
defined under applicable Canadian and U.S. securities laws
(together, “forward-looking statements”).
Forward-looking statements can generally be identified by the use
of forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans",
"potential" or similar terminology. Forward-looking statements in
this news release include, but are not limited to, statements and
information related to the closing of the Offering, the ability of
the Company to satisfy the conditions and close the Offering; the
terms of the Offering, including the size of the Offering, and
ability of the Company to complete the Offering; the use of
proceeds from the Offering; and other statements regarding future
plans, expectations, guidance, projections, objectives, estimates
and forecasts, as well as statements as to 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 news
release. These forward-looking statements involve numerous risks
and uncertainties and actual results may vary. Important factors
that may cause actual results to vary include without limitation,
risks related to the ability of the Company to satisfy the
conditions of the Offering and close the Offering; the ability of
the Company to accomplish its plans and objectives with respect to
the Blackwater Gold Project within the expected timing or at all;
the timing and receipt of certain approvals, changes in commodity
and power prices, changes in interest and currency exchange rates,
risks inherent in exploration estimates and results, 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 logistical, technical or other factors,
unanticipated operational difficulties (including failure of plant,
equipment or processes to operate in accordance with
specifications, cost escalation, unavailability of materials,
equipment and third party contractors, delays in the receipt of
government approvals, industrial disturbances or other job action,
and unanticipated events related to health, safety and
environmental matters), political risk, social unrest, and changes
in general economic conditions or conditions in the financial
markets. In making the forward-looking statements in this news
release, the Company has applied several material assumptions,
including without limitation, the assumptions that: (1) the Company
will be able to complete the Offering on the expected timing; (2)
the Company will be able to obtain all necessary approvals required
in connection with the Offering; (3) market fundamentals will
result in sustained mineral demand and prices; (4) the receipt of
any necessary approvals and consents in connection with the
development of any properties; (5) the availability of financing on
suitable terms for the development, construction and continued
operation of any mineral properties; and (6) sustained commodity
prices such that any properties put into operation remain
economically viable. The actual results or performance by the
Company could differ materially from those expressed in, or implied
by, any forward-looking statements relating to those matters.
Accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what impact they will have on the
Offering, results of operations or financial condition of the
Company. Except as required by law, the Company is under no
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws.
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