New Pacific Metals Corp. (TSX-V: NUAG) (“New Pacific” or the
“Company”) and Pan American Silver Corp. (NASDAQ: PAAS) (TSX: PAAS)
(“Pan American”) have announced concurrent offerings. New Pacific
has announced today that it has entered into an agreement with BMO
Capital Markets (“BMO”) as sole underwriter, under which BMO has
agreed to buy on bought deal basis 4,238,000 common shares (the
“Common Shares”), at a price of C$5.90 per Common Share for gross
proceeds of approximately C$25 million (the “Offering”). The
Company has granted BMO 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 the Offering to
cover over-allotments, if any. The Offering is expected to close on
or about June 9, 2020 and is subject to the Company receiving all
necessary regulatory and stock exchange approvals.
The net proceeds of the Offering will be used to
advance exploration and development at the Company’s wholly-owned
Silver Sand project, for working capital, and for general corporate
purposes.
The Common Shares will be offered by way of a
short form prospectus in each of the provinces of Canada, excluding
Quebec and may also be offered by way of private placement in the
United States.
In connection with the Offering and in a
separate transaction, Pan American has sold to BMO 8,000,000 common
shares of New Pacific that it held at the same price per common
share as under the Offering (the “Concurrent Block Trade”). These
common shares will be resold to the public by BMO. The Concurrent
Block Trade is expected to close on or about May 21, 2020.
Upon completion of the Concurrent Block Trade,
Pan American will own, directly or indirectly, 14,724,068 common
shares of New Pacific, representing an approximate 9.7% ownership
interest in the Company, assuming the over-allotment option is not
exercised.
Dr. Mark Cruise, Chief Executive Officer of New
Pacific said, “Pan American has been supportive of the Company and
the Silver Sand project since inception. Pan American will continue
to have representation on our Board of Directors and be a
significant shareholder, demonstrating their continued commitment
to the project. The concurrent capital infusion will enable the
Company to continue to explore and advance our Silver Sand deposit
in addition to focus on new targets within the emerging silver
district and regionally.”
Michael Steinmann, President and Chief Executive
Officer of Pan American said, “Silver Sand is an exciting discovery
and New Pacific has done excellent work advancing the project to
the initial resource stage. This transaction presented a timely
opportunity for Pan American to further strengthen our balance
sheet by realizing gains on part of our investment in New Pacific,
while maintaining a significant interest and commitment to the
future of the project.”
The securities offered have not been 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 securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Pan American Early Warning Report
Information
Prior to the Concurrent Block Trade, Pan
American held approximately 22,724,068 common shares of New
Pacific, representing approximately 15.4% of the total number of
issued and outstanding common shares on a non-diluted basis, and
approximately 14.7% of the issued and outstanding common shares of
New Pacific on a fully-diluted basis. Immediately following
the Block Trade, Pan American directly owned 14,724,068
common shares, representing approximately 9.96% of the total number
of issued and outstanding common shares of New Pacific on a
non-diluted basis, and approximately 9.6% of the issued and
outstanding common shares of New Pacific on a fully-diluted
basis.
Pan American’s sale of the New Pacific common
shares was made for investment purposes and it may, in the future,
dispose of additional common shares of New Pacific, or acquire
ownership and control over additional common shares of New Pacific
for investment purposes.
The foregoing disclosure regarding Pan
American’s holdings is being disseminated pursuant to National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues. A copy of the early warning
report will be filed on the System for Electronic Document Analysis
and Review (SEDAR) under New Pacific's profile at www.sedar.com and
may be obtained by contacting Ms. Siren Fisekci, VP, Investor
Relations for Pan American, at 604-684-1175.
About New Pacific New Pacific
is a Canadian exploration and development company which owns the
Silver Sand Project in Potosí Department, Bolivia and the Tagish
Lake gold project in Yukon, Canada.
About Pan AmericanPan American
owns and operates silver and gold mines located
in Mexico, Peru, Canada, Argentina and Bolivia.
We also own the Escobal mine in Guatemala that is
currently not operating. As the world's second largest primary
silver producer with the largest silver reserve base globally, we
provide enhanced exposure to silver in addition to a diversified
portfolio of gold producing assets. Pan American has a 25-year
history of operating in Latin America, earning an
industry-leading reputation for corporate social responsibility,
operational excellence and prudent financial management. We are
headquartered in Vancouver, B.C. and our shares trade on
NASDAQ and the Toronto Stock Exchange under the symbol "PAAS".
For further information,
contact:New Pacific Metals Corp. Gordon Neal President
Phone: (604) 633-1368 Fax: (604) 669-9387 info@newpacificmetals.com
www.newpacificmetals.com
Pan American Silver Corp.Siren FisekciVP,
Investor Relations & Corporate CommunicationsPhone: (604)
806-3191ir@panamericansilver.com
Neither the 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 news release.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING INFORMATION
Certain of the statements and information in
this news release constitute “forward-looking information” within
the meaning of applicable Canadian provincial securities laws. Any
statements or information that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as “expects”, “is
expected”, “anticipates”, “believes”, “plans”, “projects”,
“estimates”, “assumes”, “intends”, “strategies”, “targets”,
“goals”, “forecasts”, “objectives”, “budgets”, “schedules”,
“potential” or variations thereof or stating that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved, or the negative of any of these terms
and similar expressions) are not statements of historical fact and
may be forward-looking statements or information. Such statements
include obtaining required regulatory and stock exchange approvals
required for the Offering; completion of the Offering; the closing
date of the Offering; the use of proceeds from the Offering; the
exercise of the over-allotment option granted to BMO; completion of
the Concurrent Block Trade; and the closing date of the Concurrent
Block Trade.
Forward-looking statements or information are
subject to a variety of known and unknown risks, uncertainties and
other factors that could cause actual events or results to differ
from those reflected in the forward-looking statements or
information, including, without limitation, risks relating to:
global economic and social impact of COVID-19; fluctuating equity
prices, bond prices, commodity prices; calculation of resources,
reserves and mineralization, foreign exchange risks, interest rate
risk, foreign investment risk; loss of key personnel; conflicts of
interest; dependence on management and others.
This list is not exhaustive of the factors that
may affect any of the Company’s forward-looking statements or
information. Forward-looking statements or information are
statements about the future and are inherently uncertain, and
actual achievements of the Company or other future events or
conditions may differ materially from those reflected in the
forward-looking statements or information due to a variety of
risks, uncertainties and other factors, including, without
limitation, those referred to in the Company’s Annual Information
Form for the year ended June 30, 2019 under the heading “Risk
Factors”. Although the Company has attempted to identify important
factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated,
estimated, described or intended. Accordingly, readers should not
place undue reliance on forward-looking statements or
information.
The Company’s forward-looking statements or
information are based on the assumptions, beliefs, expectations and
opinions of management as of the date of this news release, and
other than as required by applicable securities laws, the Company
does not assume any obligation to update forward-looking statements
or information if circumstances or management’s assumptions,
beliefs, expectations or opinions should change, or changes in any
other events affecting such statements or information. For the
reasons set forth above, investors should not place undue reliance
on forward-looking statements or information.
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