20:20:07 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Artemis Gold Inc
Symbol ARTG
Shares Issued 122,490,381
Close 2020-08-21 C$ 4.65
Market Cap C$ 569,580,272
Recent Sedar Documents

Artemis Gold closes acquisition of Blackwater project

2020-08-24 07:26 ET - News Release

Mr. Steven Dean reports

ARTEMIS ANNOUNCES CLOSING OF THE ACQUISITION OF THE BLACKWATER PROJECT FROM NEW GOLD

Artemis Gold Inc. has completed the acquisition of the Blackwater gold project in central British Columbia from New Gold Inc. pursuant to the terms of an asset purchase agreement dated June 9, 2020, with New Gold and BW Gold Ltd., a wholly owned subsidiary of Artemis. Artemis has acquired all of New Gold's property, assets and rights related to the project and now holds a 100-per-cent interest in the project. The aggregate purchase price for the project comprises (i) an initial payment of $140-million, which has now been paid, (ii) 7,407,407 common shares in the capital of the company at a deemed issue price of $2.70 per consideration share, which have now been issued to New Gold, (iii) a cash payment of $50-million to be paid one year following closing and (iv) a secured gold stream participation in favour of New Gold as described below. New Gold has a first ranking security interest over the project until the second payment is made, and will thereafter maintain a security interest over the project in connection with the gold stream agreement (subject to any security to be granted over the project in respect of future project financing).

The initial payment was financed through the proceeds of the previously announced bought-deal private placement and non-brokered private placement of an aggregate of 64,825,925 subscription receipts of the company at a price of $2.70 per subscription receipt. The bought-deal offering consisted of the issuance of 38.9 million subscription receipts for aggregate gross proceeds of $105.03-million and was conducted by a syndicate of underwriters, co-led by Canaccord Genuity Corp. and BMO Capital Markets and included Haywood Securities Inc., National Bank Financial Inc., PI Financial Corp. and Stifel GMP. A commission of 5 per cent was paid to the underwriters with respect to the bought-deal offering. The non-brokered offering consisted of the issuance of 25,925,925 subscription receipts for aggregate gross proceeds of approximately $70-million, issued to certain insiders of the company and a president's list on the same terms as the bought-deal offering.

The escrow release conditions for the financings have been satisfied and the subscription receipts have converted into 64,825,925 common shares of Artemis. The shares issued in exchange for the subscription receipts are subject to a four-month statutory hold period expiring Nov. 8, 2020.

In connection with the acquisition, Artemis has entered into a gold stream agreement with New Gold whereby New Gold will purchase 8.0 per cent of the refined gold produced from the project. Once 279,908 ounces of refined gold have been delivered to New Gold, the gold stream will reduce to 4.0 per cent. New Gold will make payments for the gold purchased equal to 35 per cent of the U.S. dollar gold price quoted by the London Bullion Market Association two days prior to delivery. In the event that commercial production at Blackwater is not achieved by the seventh, eighth or ninth anniversary of closing, New Gold will be entitled to receive additional cash payments of $28-million on each of those dates.

As required under applicable securities laws, the company will file an updated technical report with respect to the project, in accordance with NI 43-101, within 180 days of closing.

At the time of this news release, the company has a total of 122,490,381 common shares issued and outstanding and a cash balance of approximately $58-million.

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