Artemis closes Blackwater Project acquisition; shares up

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Artemis Gold Inc. [ARTG-TSXV] has completed the acquisition of the Blackwater Gold Project in central British Columbia from New Gold Inc. [NGD-TSX, NYSE American] under the terms of an asset purchase agreement dated June 9, 2020 with New Gold and BW Gold Ltd., a wholly-owned subsidiary of Artemis.

Artemis has acquired all of New Gold’s property, assets and rights related to the project and now holds a 100% interest in the project. The aggregate purchase price for the project is comprised of an initial payment of $140 million, now paid; 7,407,407 Artemis common shares at a deemed issue price of $2.70 per consideration share, now issued to New Gold; a cash payment of $50 million to be paid one year following closing; and a secured gold stream participation in favor of

The Initial ayment was funded through the proceeds of the previously announced “bought deal” private placement and non-brokered private placement of an aggregate of 64,825,925 subscription receipts of the company at a price of $2.70 per subscription receipt. The bought deal offering consisted of the issuance of 38,900,000 subscription receipts for aggregate gross proceeds of $105,030,000 and was conducted by a syndicate of underwriters, co-led by Canaccord Genuity Corp. and BMO Capital Markets and included Haywood Securities Inc., National Bank Financial Inc., PI Financial Corp. and Stifel GMP.

The non-brokered offering consisted of the issuance of 25,925,925 subscription receipts for aggregate gross proceeds of approximately $70,000,000, issued to certain insiders of the company and a president’s list on the same terms as the bought deal offering.

The escrow release conditions for the financings have been satisfied and the subscription receipts have converted into 64,825,925 common shares of Artemis.

In connection with the acquisition, Artemis has entered into a gold stream agreement whereby New Gold will purchase 8.0% of the refined gold produced from the project. Once 279,908 ounces of refined gold have been delivered to New Gold, the gold stream will reduce to 4.0%. New Gold will make payments for the gold purchased equal to 35% of the US dollar gold price quoted by the London Bullion Market Association two days prior to delivery. In the event that commercial production at Blackwater is not achieved by the 7th, 8th, or 9th anniversary of closing, New Gold will be entitled to receive additional cash payments of $28 million on each of those dates.

At the time of this news release, Artemis had 122,490,381 shares issued and outstanding and cash of approximately $58 million.

In mid-day trading, shares of Artemis were up $0.29 to $4.74 on a volume of 31,600 shares traded.


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