NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS VANCOUVER, British Columbia, Dec. 22, 2022 (GLOBE NEWSWIRE) -- Prime Mining Corp.
('Prime', or the 'Company') (TSX.V: PRYM, OTCQB: PRMNF, Frankfurt: A2PRDW) is pleased to announce the completion of its previously announced bought deal private placement (the 'Offering'). A total of 14,030,000 units (the 'Units'), including the full exercise of the over-allotment option, were sold at a price of $1.50 per Unit for gross proceeds of $21,045,000. Each Unit consists of one common share in the Company (each a 'Common Share') and one common share purchase warrant (each a 'Warrant') exercisable at a price of $2.00 until December 22, 2025.
If, following the date of this press release, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange ('TSXV') for any 10 consecutive trading days equals or exceeds $2.50, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 20 days following the date of such written notice. Desjardins Capital Markets acted as sole bookrunner, on behalf of a syndicate of underwriters co-led by Desjardins Capital Markets and TD Securities Inc., and including BMO Capital Markets, PI Financial, and Stifel GMP, in connection with the Offering. The net proceeds from the Offering will be used by Prime for exploration and development of the Company's Los Reyes Gold-Silver Project and for general corporate purposes.
The Offering included subscriptions from insiders of the Company for an aggregate of 2,990,000 Units. This participation by insiders of the Company constitutes 'related party transactions' within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ('MI 61-101'). For these transactions, the Company has relied on the exemption from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and has relied on the exemption from the minority shareholder requirements contained in Section 5.7(1)(a) of MI 61-101. The Company also announces that it has issued 74,013 units (each, an 'Advisory Unit') at a deemed price of $1.52 per Advisory Unit, to an arms-length advisor, in payment of a fee of $112,500 owing in connection with a services agreement renewed by the Company on June 8, 2022. Each Advisory Unit consists of one Common Share and one share purchase warrant exercisable at a price of $2.25 until December 22, 2025.
All securities issued in connection with the Offering, and to the advisor, are subject to a statutory hold period in accordance with applicable Canadian securities law until April 23, 2023. This press release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the securities under the U.S. Securities Act of 1933, as amended.
The Company does not intend to engage in a public offering of its securities in the United States. About the Los Reyes Gold and Silver Project Los Reyes is a rapidly evolving high-grade, low sulphidation epithermal gold-silver project located in Sinaloa State, Mexico. Historic operating results indicate that an estimated 1 million ounces of gold and 60 million ounces of silver were recovered from five separate operations at Los Reyes between 1770 and 1990.
Prior to Prime's acquisition, recent operators of Los Reyes had spent approximately US$20 million on exploration, engineering, and prefeasibility studies. The Project remains underexplored and holds potential for additional discovery and resource expansion. Since acquiring Los Reyes in 2019, Prime has spent approximately US$30 million on direct exploration activities and has completed two phases of comprehensive drilling totaling over 100,000 m.
Results to date suggest the three known main deposit areas, Guadalupe, Central and Z-T, are larger than previously reported. Potential also exists for new discoveries outside of the currently defined resource areas. About Prime Mining Corp.
Prime is managed by an ideal mix of successful mining executives, strong capital markets personnel and experienced local operators all focused on unlocking the full potential of the Los Reyes Project. The company has a well-planned capital structure with significant management team and insider ownership. ON BEHALF OF THE BOARD OF DIRECTORS Daniel KunzChief Executive Officer For further information, please contact: Daniel KunzChief Executive Officer and DirectorPrime Mining Corp.1307 S.
Colorado Ave.Boise, Idaho 83706Telephone: +1 (208)926-6379 officeemail: EMAIL