LEAGOLD MINING CORPORATION ("LMC") ("LMC.R")
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement - Non-Brokered, Company Tier Reclassification, Delist-Conversion, Resume Trading
BULLETIN DATE: April 7, 2017
TSX Venture Tier 1 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Leagold Mining Corporation's ("Leagold") Reverse Takeover (the "RTO") and related transactions, including the acquisition of all of, all as principally described in Leagold's final long form prospectus dated March 1, 2017 (the "Prospectus"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of the Los Filos Mine
On January 11, 2017, Leagold and its wholly owned subsidiary Leagold Acquisition Corporation (the "Purchaser") entered into a share purchase agreement (the "SPA") with Goldcorp Inc. ("Goldcorp"), Goldcorp S.A. de C.V. ("Goldcorp S.A."), and Servicios Administrativos Goldcorp, S.A. de C.V., ("Servicios Goldcorp" and collectively with Goldcorp SA, the "Sellers"), under which Leagold has purchased through the Purchaser from the Sellers all of the shares of Desarrollos Mineros San Luis, S.A. de C.V. ("DMSL"), Exploradora de Yacimientos Los Filos, S.A. de C.V. ("Exploradora"), and Minera Thesalia, S.A. de C.V. ("Minera" collectively with DMSL and Explora, the "Target Group"), for an aggregate acquisition price of US$350,000,000, payable by way of a cash payment equal to US$279,000,000 and by issuing to Goldcorp 34,635,091 common shares being equal to US$71,000,000 at a price per common shares of based on a per share price of CDN$2.75. Collectively, the Target Group hold the Los Filos mining operations consisting of two open-pit mines, Los Filos and El Bermejal, and the underground mine at Los Filos, all in operation in Mexico (the "Los Filos Mine") together with the other associated assets.
For Further information, see the Prospectus which is available under Leagold's profile on SEDAR.
2. Private Placement - Non-Brokered
The Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 8, 2017:
Number of Shares: 10,244,182 shares
Purchase Price: $2.75 per share
Warrants: 2,000,000 share purchase warrants to purchase 2,000,000 shares
Warrant Exercise Price: $3.575 for a five year period
Subscription Receipts: 14,146,728 Subscription Receipts with each Subscription Receipt converting with no further consideration into one common share upon the Company receiving notice of approval under the Mexican Federal Economic Competition Law to issue the common shares to the Subscription Receipt holder. If the notice of approval is not received within 4 months of closing, the purchase price will be returned to the holder of the Subscription Receipts.
Purchase Price: $2.75
Number of Placees: 1 Placee
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Orion Mine Finance Fund II LP Y 10,244,182
14,146,728 Subscription Receipts
Finder's Fee: BMO Nesbitt Burns Inc. US$439,107.37 cash payable.
UBS Securities Canada Inc. US$164,642.62 cash payable.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
3. Loan
Leagold has executed an indicative term sheet dated February 23, 2017 with Orion Resource Partners (USA) LP, pursuant to which a fund managed by Orion Resource Partners (USA) LP, or a designated affiliate, provided to Leagold US$150 million in cash, through a senior secured loan facility in the principal amount of US$150 million.
For Further information, see the Prospectus which is available under Leagold's profile on SEDAR.
4. Company Tier Reclassification
In accordance with Exchange Policy 2.5, Leagold has met the requirements for a Tier 1 company. Therefore, effective Monday, April 10, 2017, Leagold's Tier classification will change from Tier 2 to:
Classification
Tier 1
5. Delist- Conversion
Effective at the close of business, Friday, April 7, 2017 63,640,000 subscription receipts (the "Subscription Receipts") of Leagold, currently listed on the Exchange under the symbol "LMC.R", will be delisted from the Exchange at the request of Leagold. Each Subscription Receipt has been converted, without payment of additional consideration or further action, into one common share of Leagold as outlined in Leagold's news release of March 8, 2017 and in its Prospectus.
6. Resume Trading
Effective at the opening Monday, April 10, 2017, trading in the common shares of Leagold will resume.
Capitalization: Unlimited common shares with no par value of which
135,650,231 common shares are issued and outstanding
Escrow: 43,271,091 common shares and 1,100,000 stock options are subject to 18 month staged escrow release
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: LMC (UNCHANGED)
CUSIP Number: 52176A 20 5 (UNCHANGED)
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