Sabina Gold & Silver Corp. (SBB.T/SGSVF.OTCQX),
(“
Sabina” or the “
Company”) has
announced today that it has entered into an agreement with a
syndicate of underwriters led by BMO Capital Markets (collectively,
the “Underwriters”), under which the Underwriters have agreed to
buy on a bought deal basis 71,000,000 common shares (the “Common
Shares”) at a price of C$1.55 per Common Share for gross proceeds
of approximately C$110 million (the “Offering”). The Company has
granted the Underwriters an option, exercisable at the offering
price for a period of 30 days following the closing of the
Offering, to purchase up to an additional 15% of Common Shares
issued to cover over-allotments, if any. The Offering is expected
to close on or about March 30, 2022 and is subject to Sabina
receiving all necessary regulatory approvals.
The net proceeds from the sale of the Common
Shares will be used for construction of the Goose Mine and for
working capital and general corporate purposes.
The Company has provided a financing notice to
Zhaojin International Mining Co., Ltd. (“Zhaojin”) about the
exercise of Zhaojin’s participation right (the “Zhaojin
Participation Right”) under its Shareholder Agreement with the
Company dated December 19, 2017, as amended. Pursuant to the
Zhaojin Participation Right, Zhaojin has a 48 hour right to elect
to purchase such number of Common Shares at the Offering Price by
way of a private placement to either maintain its 9.9% holdings in
Sabina’s Common Shares or to subscribe for such number of Common
Shares as is equal to 33% of the Common Shares sold under the
Offering and prior private placements in which Zhaojin did not
participate at the 33% level. OMF FUND III (MT) LLC. and Wheaton
Precious Metals Corp. have a right to elect to purchase such number
of common shares at the offering price for the Common Shares by way
of a private placement to maintain its 14.2% and 6.4% holdings,
respectively, in Sabina’s common shares. Any such participation
will occur by way of a concurrent private placement.
The Common Shares will be offered by way of a
prospectus supplement filed pursuant to the Company's base shelf
prospectus dated May 15, 2020. The terms of the Offering will be
described in a prospectus supplement to be filed with securities
regulators in each of provinces and territories of Canada, other
than Quebec. The Common Shares may also be offered by way of
private placement in the United States.
The Common Shares offered have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the Common Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Sabina Gold &
SilverSabina Gold & Silver Corp. is an emerging gold
mining that 100% owns the district scale, advanced, high grade Back
River Gold District in Nunavut, Canada.
Sabina recently filed an Updated Feasibility
Study (the “UFS”) on its first mine on the district, the Goose
Mine, which presents a project that will produce ~223,000 ounces of
gold a year (first five years average of 287,000 ounces a year
with peak production of 312,000 ounces in year three) for ~15
years with a rapid payback of 2.3 years, with a post-tax IRR of
~28% and NPV5% of C$1.1B. See “National Instrument (NI) 43-101
Technical Report – 2021 Updated Feasibility Study for
the Goose Project at the Back River Gold District, Nunavut,
Canada” dated March 3, 2021.
Since the UFS, completion of detailed
geotechnical test work on the tailings samples and
the inclusion of a high-capacity tailings thickener, the
tailings storage capacity of the Echo open pit has increased
sufficiently to enable the decision to construct the mill at a
4,000 tpd capacity at the outset. This, in addition to optimized
equipment selection and detailed engineering has reduced the cost
of the expansion from C$17m to C$10m when compared to the UFS.
The Project received its final major
authorization on June 25, 2020 and is now in receipt of all major
permits and authorizations for construction and operations.
The Company is also very committed to its Inuit
stakeholders, with Inuit employment and opportunities a focus.
The Company has signed a 20-year renewable land use agreement
with the Kitikmeot Inuit Association and has committed to
various sustainability initiatives under the agreement.
In February 2022, the Company announced it had
completed a comprehensive project financing package for US$520
million comprised of:
• A US$225 million senior secured debt facility
with Orion Mine Finance;• A US$75 million gold prepay facility with
Orion Mine Finance;• A US$125 million gold stream arrangement with
Wheaton Precious Metals; and• A US$95 million private placement of
Sabina Common shares subscribed to by both Orion and Wheaton
Precious Metals.
In addition to Back River, Sabina also owns a
significant silver royalty on Glencore’s Hackett
River Project. The silver royalty on Hackett River’s silver
production is comprised of 22.5% of the first 190 million ounces
produced and 12.5% of all silver produced thereafter.
For further information please contact:Nicole
Hoeller, Vice-President, Communications: 1 888 648-4218
nhoeller@sabinagoldsilver.com
Forward-Looking Information
This news release contains “forward-looking
information” within the meaning of applicable securities laws (the
“forward-looking statements”), including, but not limited to, the
anticipated terms of the Offering; the exercise of the
over-allotment option; the expected closing date of the Offering
and any concurrent private placement; the receipt of all necessary
regulatory approvals to effect the Offering and any concurrent
private placements; and the expected use of net proceeds from the
Offering, which ultimately remains subject to the Company’s
discretion, commencement of construction of the Project, the timing
for completion of construction, the creation of value for
stakeholders, the timing and completion of the second and third
tranches of the private placement and the projections and
assumptions of the results of the UFS. These forward-looking
statements are made as of the date of this news release. Readers
are cautioned not to place undue reliance on forward-looking
statements, as there can be no assurance that the future
circumstances, outcomes or results anticipated in or implied by
such forward-looking statements will occur or that plans,
intentions or expectations upon which the forward-looking
statements are based will occur. While we have based these
forward-looking statements on our expectations about future events
as at the date that such statements were prepared, the statements
are not a guarantee that such future events will occur and are
subject to risks, uncertainties, assumptions and other factors
which could cause events or outcomes to differ materially from
those expressed or implied by such forward-looking statements. Such
factors and assumptions include, among others, the receipt of all
required approvals, availability of equity financing on reasonable
terms, , the uncertainty of construction, production, development
plans and costs estimates for the Back River Gold Project;
discrepancies between actual and estimated mineral reserves and
mineral resources, between actual and estimated development and
operating costs; the interpretation of drill, metallurgical testing
and other exploration results; the ability of the Company to retain
its key management employees and skilled and experienced personnel;
exploration, development and mining risks and the inherently
dangerous nature of the mining industry, and the risk of inadequate
insurance or inability to obtain insurance to cover these risks and
other risks and uncertainties; property and mineral title risks
including defective title to mineral claims or property; the
effects of general economic conditions, commodity prices, changing
foreign exchange rates and actions by government and regulatory
authorities; and misjudgments in the course of preparing
forward-looking statements. In addition, there are known and
unknown risk factors which could cause our actual results,
performance or achievements to differ materially from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Known risk factors include risks
associated with exploration and project development; the need for
additional financing; the calculation of mineral resources and
reserves; operational risks associated with mining and mineral
processing; fluctuations in metal prices; title matters; government
regulation; obtaining and renewing necessary licenses and permits;
environmental liability and insurance; reliance on key personnel;
the potential for conflicts of interest among certain of our
officers or directors; the absence of dividends; currency
fluctuations; labour disputes; competition; dilution; the
volatility of the our common share price and volume; future sales
of shares by existing shareholders; and other risks and
uncertainties, including those relating to the Back River Project
and general risks associated with the mineral exploration and
development industry described in our Annual Information Form,
financial statements and MD&A for the fiscal period ended
December 31, 2020 filed with the Canadian Securities Administrators
and available at www.sedar.com. Although we have attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, 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 forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. We are under no obligation to update or
alter any forward-looking statements except as required under
applicable securities laws.
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