12 Jul 2022 07:00
NEWS RELEASE 22-20 July 12, 2022
PureGold Enhances Credit Facility, Closes US$6 Million Additional Credit Facility and Launches Strategic Review Process
· Closing of previously announced US$6 million Additional Credit Facility from Sprott
· New rescheduling of C$12 million of principal repayments to enhance liquidity
· Operational Turnaround Plan underway, Updated Life of Mine Plan remains on track
· Objective of strategic review process is to evaluate alternatives and maximize value
VANCOUVER, B.C. - Pure Gold Mining Inc. (TSX-V:PGM, LSE:PUR) ("PureGold" or the "Company"), today announced the finalization of several agreements ("Agreements") with its lending partner, a fund managed by Sprott Resource Lending Corp. ("Sprott"), including a new debt repayment schedule to enhance the Company's liquidity and provide financial flexibility.
PureGold also announced that its Operational Turnaround Plan is progressing, its Updated Life of Mine plan remains on track, and that the Company is launching a strategic review process with the objective of maximizing shareholder value and the value of its PureGold mine in Ontario. Meanwhile, in order to better forecast the mine's near-term production, the Company is postponing until August a 2022 guidance update that had previously been scheduled for June 2022.
Mark O'Dea, President & CEO of PureGold, stated, "We have initiated a strategic review process to explore potential alternatives for maximizing shareholder value and generating the financial strength to allow the PureGold Mine to achieve its potential. We remain focused on achieving positive site-level cash flow by Q3 2022, and delivering an updated NI 43-101 Technical Report and Life of Mine plan by Q4 2022. If we can maximize the value of the mine, we can also maximize value for our stakeholders, including but not limited to our shareholders, employees, and the local communities surrounding Red Lake."
Amendments to the Credit Agreement and Additional Credit Facility
The Company together with Sprott have agreed to a second amendment of the restated credit agreement dated April 2021 ("Second ARCA"). Pursuant to the Second ARCA, and as previously announced, Sprott has provided the Company with an additional secured, first-priority, non-revolving credit facility ("Additional Credit Facility") up to a maximum principal amount of US$6 million. Drawdowns on the Additional Credit Facility are permitted for payments owing to Sprott including interest, gold stream and production payment agreement ("PPA") payments. The first such drawdown is expected to be made in respect of amounts owing to Sprott as of June 30, 2022. The Additional Credit Facility matures on December 31, 2022 and accrues interest at a rate of 14% per annum.
In addition, the Company has agreed with Sprott to defer the first four scheduled principal repayments, each 2.5% of the total principal amount, originally scheduled for the last day of September 2022, December 2022, March 2023, and June 2023, respectively, to the bullet payment in August 2026. The bullet payment will increase from 35% of the total principal amount to 45% as a result. This creates approximately C$12 million of additional liquidity for PureGold within the next 15 months that would have otherwise been allocated to debt repayments.
The Company has further agreed with Sprott on temporary reductions to the minimum cash and minimum working capital ratio covenants to US$5 million (approximately C$6.5 million at the current exchange rate) and 0.75x, respectively, for the months ending June 30 and July 31, 2022. As of June 30, 2022, the Company had C$13 million in cash, C$21 million in available liquidity including the full Additional Credit Facility, and a net working capital ratio of approximately 0.85x. The Company cautions that it might not be able to comply with its covenants in the future without further amendments from Sprott.
Other amended terms pursuant to the Second ARCA and related agreements include removal of requirement to pass the completion test, removal of the post-completion test interest step-down, and an increase in the PPA amount from US$12 per ounce to US$14 per ounce. The consideration for these amendments is a payment of US$0.5 million which will be added to the outstanding principal amount with no upfront cash outlay.
Strategic Review Process
The strategic review process, which was initiated with the assistance of advisors, might include a potential sale or merger of the Company, sale of some or all of the PureGold Mine, or various other potential long-term financing alternatives.
The Company has not made any decisions related to strategic alternatives at this time, and there can be no assurance that the evaluation of strategic alternatives will result in any transaction or change in strategy. Any breach of the Agreements with Sprott including an unsuccessful strategic review process could result in an event of default under the Credit Agreement. The Company does not intend to comment further unless and until the Board of Directors of the Company has approved a specific course of action or the Company has determined further disclosure is appropriate or necessary.
Grant of RSUs
The Board of Directors of the Company has approved the grant of an aggregate of 400,000 Restricted Share Units ("RSUs") to an executive pursuant to its RSU Plans. The RSUs are payable in common shares of the Company on exercise, vest immediately and must be redeemed within 30 days of July 12, 2025, or they expire.
Qualified Persons and 43-101 Disclosure
Terrence Smith, P.Eng., Chief Operating Officer for the Company, is the designated Qualified Person for this news release within the meaning of National Instrument 43-101 ("NI 43-101") and has reviewed and verified that the technical information contained herein is accurate and approves of the written disclosure of same.
About Pure Gold Mining Inc.
PureGold is a Canadian gold mining company, located in the heart of Red Lake, Ontario, Canada. The Company owns and operates the PureGold Mine, which entered commercial production in 2021 after the successful construction of an 800 tpd underground mine and processing facilities. Gold reserves and resources are centered on a forty-seven square kilometre property with significant discovery potential.1
Additional information about the Company and its activities may be found on the Company's website at www.puregoldmining.ca and under the Company's profile at www.sedar.com
1. For further information, see the technical report titled "Madsen Gold Project Technical Report Feasibility Study for the Madsen Deposit, Red Lake, Ontario, Canada" with an effective date of February 5, 2019, and dated July 5, 2019 (the "Feasibility Study"), for further information please see puregoldmining.ca or under the Company's Sedar profile at www.sedar.com
ON BEHALF OF THE BOARD
"Mark O'Dea"
Mark O'Dea, President & CEO
Investor inquiries:
Adrian O'Brien,
Director, IR & CommunicationsTel: 604-809-6890
aobrien@puregoldmining.ca
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to PureGold within the meaning of applicable securities laws, including, but not limited to statements including statements with respect to future compliance with the Credit Facility and the Additional Credit Facility; expectation to be able to meet all financial commitments and to fund operations with available cash and liquidity on hand; the results of the Strategic Review Process; potential for extending the mine life of the PureGold Mine; and potential for additional resources and expansion of known deposits and potential for making new discoveries and the focus of the Company in the coming months . Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "progress", "confirms", "continue", "planned", "expect", "expectations", "expand", "enhanced", "increasing", "optimize", "project", "predict", "potential", "supports", "targeting", "intends", "believe", "improved", "potential", and similar expressions, or describes a "goal", or variation , of such words and phrases or state that certain actions, events or results "may", "should", "confirms", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about future prices of gold and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing on time, obtaining renewals for existing licences and permits and obtaining required licences and permits, labour stability, stability in market conditions, availability of equipment, accuracy of any mineral resources, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of PureGold and there is no assurance they will prove to be correct.
Such forward-looking information, involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information, including, risks related to liquidity and the Company's ability to continue as a going concern; mine closure and rehabilitation; failure to achieve estimates or material increases in costs; history of net losses and negative operating cash flow, indebtedness; interpretation of results at the PureGold Mine complex, including reserve and resource estimates may prove to be incorrect; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; the costs and timing of the development of new deposits; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; the timing and success of exploration and development activities generally; delays in permitting; possible claims against the Company; the timing of future economic studies; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing or in the completion of exploration as well as those factors discussed in the Annual Information Form of the Company dated March 30, 2022 in the section entitled "Risk Factors", under PureGold's SEDAR profile at www.sedar.com.
Although PureGold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. PureGold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.