Great Panther Mining Announces $20 Million Bought Deal Offering of Common Shares
VANCOUVER, BC, Nov. 9, 2021
TSX: GPR | NYSE American: GPL
(All dollar amounts expressed in US dollars unless otherwise noted)
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated October 15, 2021, to its short form base shelf prospectus dated September 10, 2021.
VANCOUVER, BC, Nov. 9, 2021 /CNW/ – ( ) (NYSE-A: GPL) (“Great Panther” or the “Company”), a growing gold and silver producer focused on the Americas, announces that it has entered into an underwriting agreement with H.C. Wainwright & Co., LLC, acting as sole book-running manager and representative of a syndicate of underwriters (together the “Underwriters”), under which the Underwriters have agreed to purchase in a public offering on a firm commitment basis 76,923,077 common shares (the “Shares”) in the capital of the Company (the “Common Shares”) at a public offering price of $0.26 per Share, less underwriting discounts and commissions, for aggregate gross proceeds of approximately $20 million (the “Offering”). Cormark Securities Inc. and Roth Capital Partners are acting as co-managers for the Offering.
In addition, the Company has granted the Underwriters an option (the “Option”), exercisable at any time and from time to time for up to 30 days, to purchase up to an additional 11,538,461 Common Shares at the public offering price per Common Share.
Great Panther will pay to the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including any proceeds received from the exercise of the Option.
The Offering is expected to close on or about November 12, 2021, subject to the satisfaction of customary closing conditions, including Toronto Stock Exchange (“TSX”) and NYSE American approvals. For the purposes of the TSX approval, the Company intends to rely on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as NYSE American.
The Company intends to use the net proceeds of the Offering for underground mine development and exploration programs at Tucano, and to maintain its working capital and for general corporate purposes.
The shares described above are being offered pursuant to a shelf registration statement on Form F-10, as amended (File No. 333-258604) (including a prospectus), previously filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2021 and declared effective by the SEC on September 13, 2021 and will be qualified for distribution in each of the provinces of Canada (other than Quebec) to supplement the Company’s Canadian short-form base shelf prospectus dated September 10, 2021. The Offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the effective shelf registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the Offering have been filed with the SEC. A final prospectus supplement and accompanying prospectus relating to the Offering will be filed and will be available for free on the SEC’s website at www.sec.gov and will also be available on the Company’s profile on the SEDAR website at www.sedar.com. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may also be obtained, when available, from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, or by calling (212) 856-5711 or by emailing [email protected].
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
ABOUT GREAT PANTHER
Great Panther is a growing gold and silver producer focused on the Americas. The Company owns a diversified portfolio of assets in Brazil, Mexico and Peru that includes three operating gold and silver mines, an advanced development project and a large land package with district-scale potential. Great Panther is focused on creating long-term stakeholder value through safe and sustainable production, reinvesting into exploration and pursuing acquisition opportunities to complement its existing portfolio. Great Panther trades on the Toronto Stock Exchange trading under the symbol GPR, and on the NYSE American under the symbol GPL.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws (together, “forward-looking statements”). Such forward-looking statements may include, but are not limited to, statements regarding the Offering and the anticipated use of proceeds therefrom.
These forward-looking statements and information reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include: expectations regarding continued operations and exploration work, including the Company’s evaluation of potential underground production at Tucano and plans to complete infill drilling at Tucano; expectations regarding the ongoing geotechnical control of UCS and related slope stability; the accuracy of the Company’s geological modeling at Tucano and the assumptions upon which they are based, ore grades and recoveries; prices for gold, silver, and base metals remaining as estimated; currency exchange rates remaining as estimated; stable prices for energy inputs, labour, materials, supplies and services (including transportation) and closure obligations; that all necessary permits, licenses and regulatory approvals for the Company’s operations and exploration work are received in a timely manner on favourable terms, and Tucano will be able to continue to use cyanide in its operations; the Company will not be required to further impair Tucano as the current open pit mineral reserves are depleted through mining; the ability to procure equipment and operating supplies without interruption and that there are no material unanticipated variations in the cost of energy or supplies; operations not being disrupted by issues such as pit-wall failures or instability, mechanical failures, labour disturbances and workforce shortages, illegal occupations or mining, seismic events, and adverse weather conditions; and the Company’s ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to: market and other conditions, the impact of COVID-19 on the Company’s ability to operate and conduct exploration work, including drilling plans, as anticipated, and the risk of an unplanned partial or full shutdown of the Company’s mines and processing plants, whether voluntary or imposed, which would adversely impact the Company’s revenues, financial condition and ability to meet its production and cost guidance and fund its capital programs and repay its indebtedness; the inherent risk that estimates of Mineral Reserves and Resources may not be accurate and accordingly that mine production will not be as estimated or predicted; planned exploration activities, including plans for further infill drilling at TAP C, may not result in the discovery of new Mineral Resources/definition of Mineral Resources and readers are cautioned that Mineral Resources that are not Mineral Reserves have no defined economic viability; there is no certainty that the Company will be able to define a mineral resource for the TAP C deposits and the Company is not treating the AMC historical estimate as a current mineral resource estimate; open pit mining operations at Tucano have a limited established mine life and the Company may not be able to extend the mine life for Tucano open pit operations beyond 2023 as anticipated; gold, silver and base metal prices may decline or may be less than forecasted; fluctuations in currency exchange rates (including the U.S. dollar to Brazilian real exchange rate) may increase costs of operations; operational and physical risks inherent in mining operations (including pit wall collapses, tailings storage facility failures, environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather) may result in unforeseen costs, shut downs, delays in production and drilling and exposure to liability; potential political and social risks involving Great Panther’s operations in a foreign jurisdiction; the potential for unexpected costs and expenses or overruns; shortages in the ability to procure equipment and operating supplies without interruption; employee and contractor relations; relationships with, and claims by, local communities; the Company’s ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner on favourable terms; changes in laws, regulations and government practices in the jurisdictions in which the Company operates; legal restrictions related to mining; diminishing quantities or grades of mineral reserves as properties are mined operating or technical difficulties in mineral exploration, changes in project parameters as plans continue to be refined; the Company’s inability to meet its production forecasts or to generate the anticipated cash flows from operations could result in the Company’s inability to meet its scheduled debt payments when due or to meet financial covenants to which the Company is subject or to fund its exploration programs as planned; ability to maintain and renew agreements with local communities to support continued operations; there is no assurance that the Company will be able to identify or complete acquisition opportunities of, if completed, that such acquisitions will be accretive to the Company; and other risks and uncertainties, including those described in respect of Great Panther, in its most recent annual information form and material change reports filed with the Canadian Securities Administrators available at www.sedar.com and reports on Form 40-F and Form 6-K filed with the Securities and Exchange Commission and available at www.sec.gov.
There is no assurance that these forward-looking statements will prove accurate or that actual results will not vary materially from these forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described, or intended. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward-looking statements and information are designed to help readers understand management’s current views of our near- and longer-term prospects and may not be appropriate for other purposes. The Company does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.
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Pretivm Securityholders Approve Acquisition by Newcrest
Melbourne, Australia–(Newsfile Corp. – January 20, 2022) – Newcrest Mining Limited (ASX: NCM) (TSX: NCM) (PNGX: NCM) (Newcrest) is pleased to announce…
Melbourne, Australia–(Newsfile Corp. – January 20, 2022) –(ASX: NCM) ( ) (PNGX: NCM) (Newcrest) is pleased to announce that ( ) (NYSE: PVG) (Pretivm) shareholders and optionholders (Securityholders) have voted overwhelmingly in favour of the special resolution to approve the plan of arrangement under which Newcrest will acquire Pretivm, including the Brucejack mine (the Transaction).
The special resolution was approved by 95.48% of the votes cast by Pretivm Securityholders at the special meeting held today.
Pretivm shareholders that did not elect cash or Newcrest shares will receive the default consideration of 50% cash and 50% Newcrest shares, being C$9.25 in cash and 0.4042 Newcrest shares per Pretivm share. For other shareholders, after proration and by operation of the aggregate cap of 50% cash and 50% Newcrest share consideration:
- Pretivm shareholders electing to receive maximum cash consideration will receive approximately C$10.81 in cash and 0.3357 Newcrest shares per Pretivm share; and
- Pretivm shareholders electing to receive maximum share consideration will receive 0.8084 Newcrest shares per Pretivm share.
Completion of the Transaction remains subject to final approval by the Toronto Stock Exchange, the granting of the final order by the Supreme Court of British Columbia at a hearing which is scheduled for 25 January 2022, and approval under the Investment Canada Act. Completion of the Transaction is currently expected to occur in the March quarter 2022.
Newcrest’s Managing Director and Chief Executive Officer, Sandeep Biswas, said, “It’s pleasing to see the overwhelmingly positive support for the Transaction from Pretivm shareholders. This acquisition positions Newcrest as the leading gold miner in British Columbia’s Golden Triangle, operating both the Brucejack and Red Chris mines. This is an exciting time for Newcrest and we look forward to building on Pretivm’s success to unlock further value in and around the Brucejack operation.”
Authorised by the Newcrest Disclosure Committee
For further information please contact
+61 3 9522 5570
+61 450 541 389
North American Investor Enquiries
+1 866 396 0242
+61 403 435 222
+61 3 9522 4263
+61 407 885 272
This information is available on our website at www.newcrest.com
Forward Looking Statements
This document includes forward looking statements and forward looking information within the meaning of securities laws of applicable jurisdictions. Forward looking statements can generally be identified by the use of words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “targets”, “outlook” and “guidance”, or other similar words and may include, without limitation, statements regarding certain plans, strategies, aspirations and objectives of management, and the expected completion of the Transaction. Newcrest continues to distinguish between outlook and guidance. Guidance statements relate to the current financial year. Outlook statements relate to years subsequent to the current financial year.
These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Newcrest’s expectation of completion of the Transaction and the expected benefits of the transaction with www.asx.com.au under the code “NCM” and on Newcrest’s SEDAR profile. Newcrest does not undertake to update any of the forward looking statements other than as required by relevant securities laws.to differ materially from that expressed or implied by these forward-looking statements. Relevant factors may include, but are not limited to, regulatory risk, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which Newcrest operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation. For further information as to the risks which may impact on Newcrest’s results and performance, please see the risk factors included in the Appendix 4E and Financial Report for the year ended 30 June 2021 and the Annual Information Form dated 6 December 2021 which are available to view at
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111073
Carlyle Files Petition with Supreme Court of British Columbia in Connection with Its Notice of Work Application for the Newton Project and Provides Corporate Updates
Vancouver, British Columbia–(Newsfile Corp. – January 20, 2022) – CARLYLE COMMODITIES CORP. (CSE: CCC) (FSE:1OZA) (OTC Pink: DLRYF) ("Carlyle" or the…
Vancouver, British Columbia–(Newsfile Corp. – January 20, 2022) –( ) (FSE:1OZA) (OTC Pink: DLRYF) (“Carlyle” or the “Company“) announces that it has filed a petition and supporting affidavits with the Supreme Court of British Columbia (the “Petition“) in connection with the Company’s Notice of Work and Reclamation Program permit application (the “Permit Application“) for a 5-year, area-based permit to conduct exploration activities on its 100% Newton Project located in the Clinton Mining Division of the Province of British Columbia (the “Newton Project“) held through its wholly-owned subsidiary Isaac Newton Mining Corp.
The Newton Project Petition
The Newton project has been the subject of at least seven previous exploration permits, comprising more than 30,000 m of exploration drilling costing more than $12,000,000. Yet following its acquisition by Carlyle and the filing of the Permit Application on February 10, 2021, the Company has experienced significant delays with the Ministry of Energy, Mines and Low Carbon Innovation (the “Ministry“). The Ministry has tied these delays to a Strategic Engagement Agreement (the “SEA“) entered into between the Province of BC and the Tsilhqot’in Nation. Neither Carlyle nor the prior owners of the Newton Project are party to the SEA.
The Petition seeks declarations from the Court that the SEA does not affect the existing law regarding the Crown’s duty to consult Indigenous groups, it does not displace obligations of procedural fairness owed to Carlyle and that Carlyle’s rights have been violated. It also seeks a declaration that the SEA improperly interferes with the exercise of discretion by the Chief Permitting Officer (or delegate) and it asks the Court to order the Chief Permitting Officer (or delegate) to make a decision on the Permit Application without further delay.
Morgan Good, President and Chief Executive Officer of Carlyle, commented: “It is deeply concerning that after nearly a year this permit has still not yet been issued, and the ministry can’t point to any substantive issue that is causing the delay. We believe Carlyle has made all reasonable efforts to work constructively with both the Ministry and the Tsilhqot’in Nation, and that it has been left with no choice but to seek the Court’s assistance. While we fully respect the Crown’s duty to consult Indigenous groups, the Crown must still follow the law and it must not lose sight of the legal rights and interests of third parties.”
Change to Board of Directors
The Company also announces the resignation of Mike Blady from its board of directors (the “Board“). The Company thanks Mr. Blady for his many efforts and support over the years and wishes him all the best with his future endeavours.
In turn, Carlyle would like to announce and welcome Mr. Jeremy Hanson as its newest member of the Board. Mr. Hanson is a professional geoscientist and has over a decade of experience in mineral exploration throughout Canada. He is the founder of Hardline Exploration Corp, a geological consulting firm focused out of Western Canada. Mr. Hanson is a Director and VP Exploration forCorp, Technical Advisor for Inc, as well as a director of the Smithers Exploration Group. He graduated with a B.Sc. Hons with distinction from Simon Fraser University and brings a strategic mindset to every project.
Amendment to Sunset Property Agreement
Carlyle also announces that it has entered into an amending agreement (the “Amending Agreement“) to amend the terms of its option agreement dated November 7, 2018, as amended on May 9, 2018, May 25, 2018, June 25, 2018, April 24, 2020 and July 29, 2021 (collectively, the “Option Agreement“), whereby the Company has an option to earn a 100% interest in the Sunset mineral property, located in the Vancouver Mining Division of the Province of British Columbia (the “Sunset Property“). Under the terms of the Amending Agreement, the Company has extended the second and third scheduled payments of exploration expenditures respectively on the Sunset Property to December 31, 2022 (as to $200,000) and December 31, 2023 (as to $700,000). A copy of the Amending Agreement has been filed under Carlyle’s profile on SEDAR.
Carlyle Completes Consultant Issuances
Further to the Company’s news release dated July 30, 2021, the Company announces that it has completed the respective share issuances owing to a certain consultant of Carlyle (the “Consultant“) under the terms of an independent consultant agreement (the “Consultant Agreement“) dated July 5, 2021 between the Company and the Consultant. Accordingly, an aggregate of 842,647 common shares (each, a “Share“) in the capital of the Company were issued in accordance with the terms of the Consultant Agreement. For additional information on the Consultant Agreement, see the Company’s news release dated July 30, 2021, filed under Carlyle’s profile on SEDAR. For more information on the Share issuances please see the Company’s Form 9 dated January 5, 2022, filed on the CSE website.
All of the Shares were issued pursuant to the prospectus exemption contained in section 2.24 of National Instrument 45-106 – Prospectus Exemptions and are not subject to trading restrictions pursuant to the provisions of National Instrument 45-102 – Resale of Securities (“NI 45-102“) since the criteria contained in section 2.6(3) of NI 45-102 were met and since the Company received written approval from the Canadian Securities Exchange (“CSE“) to issue the Shares without the hold period pursuant to section 1.4(a) of CSE Policy 6.
Carlyle is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. Carlyle owns 100% of the Newton Gold Project in the Clinton Mining Division of B.C. The Company has an option to earn a 100% interest in the Cecilia Gold-Silver Project located in the State of Sonora, Mexico. The Company also holds an option to earn a 100% interest in the promising Sunset property located in the Vancouver Mining Division near Pemberton, B.C. Carlyle is based in Vancouver, B.C., and is listed on the CSE under the symbol “CCC”.
ON BEHALF OF THE BOARD OF DIRECTORS OF
President and Chief Executive Officer
For more information regarding this news release, please contact:
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the approval, timely or otherwise, of the Permit Application and any plans for further exploration at the Newton Project. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements involve many known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include the inability of the Company to obtain approval by the Ministry of its Permit Application, execute its proposed business plans, and carry out planned future activities, including, but not limited to, those relating to the further exploration of the Newton Project. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of gold or other precious metals, changes in the financial markets and in the demand for gold or other precious metals, changes in laws, regulations and policies affecting the mineral exploration industry, and risks related to the Company’s investments and operations in the mineral exploration sector, as well as the risks and uncertainties which are more fully described in the Company’s annual and quarterly management’s discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company’s profile at www.sedar.com. The novel strain of coronavirus, COVID-19, also poses new risks that are currently indescribable and immeasurable. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111056
Eric Sprott Announces Disposition of Holdings in Benchmark Metals Inc.
Toronto, Ontario–(Newsfile Corp. – January 20, 2022) – Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned…
Toronto, Ontario–(Newsfile Corp. – January 20, 2022) – Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned by him, disposed of 26,082,309 common shares of, over the TSX Venture Exchange (representing approximately 12.9% of the outstanding common shares on a non-diluted basis) at a price of $1.10 per share for aggregate consideration of approximately $28,690,540.
Mr. Sprott now owns and controls no common shares and 3,846,154 common share purchase warrants representing approximately 1.9% of the outstanding common shares on a partially-diluted basis. Prior to the disposition, Mr. Sprott beneficially owned and controlled 26,082,309 common shares and 3,846,154 common share purchase warrants (representing approximately, 12.9% on a non-diluted basis and approximately 14.6% on a partially diluted basis). The disposition resulted in an ownership change, on a partially diluted basis, of 12.7% since the last filing of an Early Warning Report and bring total holdings to under 10% on a partially diluted basis. As a result, Mr Sprott and 2176423 Ontario Limited ceased to be insiders of Benchmark Metals.
The securities noted above are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Benchmark Metals is located at 10545-45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta, T6H 4M9. A copy of the early warning report with respect to the foregoing will appear on the company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and may also be obtained by calling Mr. Sprott’s office at (416) 945-3294 (2176423 Ontario Ltd., 200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111052
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