Pursuant to the ATM Agreement, the Company and the Agent will implement an “at-the-market” equity offering program, under which the Agent may issue and sell from time to time such number of common shares of the Company (the “Common Shares”) having an aggregate offering price of up to US$100 million (the “ATM Equity Program”).
A cash commission of 3.0% on the aggregate gross proceeds raised under the ATM Equity Program will be paid to the Agent in connection with its services. The Company intends to use the net proceeds of the ATM Equity Program, if any, primarily to support the growth and development of the Company’s existing mining operations as well as for working capital and general corporate purposes. Additionally, the Company wishes to be in a position to capitalize on opportunities which may exist or may be brought to its attention relating to distressed asset sales of mining equipment throughout the mining ecosystem.
Since the Common Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers during the period of distribution. The volume and timing of sales, if any, will be determined at the sole discretion of the Company’s management and in accordance with the terms of the ATM Agreement. To date, no Common Shares have been distributed by the Company pursuant to the ATM Agreement.
Sales of Common Shares, if any, under the ATM Equity Program are anticipated to be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 Shelf Distributions, as sales made directly on the Nasdaq Capital Market or another trading market for the shares in the United Stated at the market price prevailing at the time of each sale.
No Common Shares will be offered or sold under the ATM Equity Program on the TSX Venture Exchange or any other trading market in Canada. The ATM Equity Program may be terminated by either party at any time.
The offer and sale of the Common Shares under the ATM Equity Program will be made by means of a prospectus supplement (the “Prospectus Supplement”) to the Company’s amended and restated short form base shelf prospectus dated January 4, 2022 (the “Base Shelf Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and U.S. registration statement on Form F-10 (the “Registration Statement”), which includes the Base Shelf Prospectus and the Prospectus Supplement. The Registration Statement has been filed with the United States Securities and Exchange Commission (the “SEC”) but has not yet become effective.
The Common Shares may not be sold nor may offers to buy the Common Shares be accepted under the ATM Equity Program prior to the time the Registration Statement becomes effective. The Prospectus has been filed with the applicable provincial regulatory authorities in Canada and the SEC. The Prospectus is available on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com and is available on the SEC’s EDGAR website at www.sec.gov .
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction where the offer, sale or solicitation would be unlawful. The Common Shares referred to in this news release may not be offered or sold in the United States absent registration or an applicable exemption from registration.
