NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C. – Pure Gold Mining Inc. (PGM – TSX-V) (“Pure Gold” or the “Company”) is pleased to announce that it has entered into an agreement with Macquarie Capital Markets Canada Ltd. on behalf of a syndicate of underwriters (together the “Underwriters”), whereby the Underwriters will purchase for their own account or arrange for substituted purchasers to purchase on a bought-deal private placement basis 16,000,000 flow-through common shares (the “Flow-Through Shares”) from Pure Gold at a price of C$0.75 per Flow-Through Share for aggregate gross proceeds to Pure Gold of C$12,000,000 (the “Offering”).
The Underwriters shall also have the option (the “Underwriters’ Option”) to purchase from Pure Gold up to an additional 10% of the number of Flow-Through Shares sold pursuant to the Offering. The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made. The securities to be issued under the Offering will have a hold period of four months and one day from closing.
The proceeds raised from the sale of the Flow-Through Shares will be used by the Company for surface exploration financing in the Province of Ontario that will qualify as “Canadian exploration expenses” and “flow-through mining expenditures” for purposes of the Income Tax Act (Canada) and as “eligible Ontario exploration expenditures” within the meaning of the Taxation Act, 2007 (Ontario).
It is expected that the closing of the Offering will occur on or about February 22, 2017 (the “Closing Date”) and is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the TSX Venture Exchange.
In consideration for their services, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds of the Offering, including any proceeds realized on exercise of the Underwriters’ Option.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ABOUT PURE GOLD
Our mandate is pure and simple. To dream big. To colour outside the lines. To use smart science and creativity to unlock the next major discovery at the Madsen Gold Project in Red Lake, Ontario. And become Canada’s next iconic gold company.
ON BEHALF OF THE BOARD
Darin Labrenz, President & CEO
Neither 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.