11-06
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Pilot Gold Inc. (PLG-TSX) (“Pilot Gold” or the “Company”) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc., and including CIBC World Markets Inc., Scotia Capital Inc., UBS Securities Canada Inc., Canaccord Genuity, Cormark Securities Inc., Haywood Securities Inc. and NCP Northland Capital Partners Inc. (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 8,333,334 common shares of the Company (the “Common Shares”) at a price of C$3.00 per Common Share (the “Issue Price”) for aggregate gross proceeds of C$25,000,002 (the “Offering”).
In addition, Pilot Gold has granted the Underwriters an option (the “Underwriters’ Option”) to acquire up to an additional 1,250,000 Common Shares exercisable at the Issue Price at any time until 30 days following the closing of the Offering to cover over-allotments, if any, for total gross proceeds up to C$28,750,002.
In accordance with the arrangement agreement dated February 3, 2011 between the Company, Newmont Mining Corporation, (“Newmont”) and Fronteer Gold Inc. (the “Arrangement Agreement”), Newmont, the Company's largest shareholder holding approximately 19.9% of the Company's issued and outstanding shares, has a right to subscribe for, and purchase (directly or through an affiliate) additional Common Shares of the Company at the same price as under the Offering to maintain its pro rata interest. If Newmont exercises this right under the Arrangement Agreement, such additional Common Shares will be sold by way of a private placement concurrent with the offering, subject to regulatory approval.
The net proceeds of the offering will be used to fund exploration and development of Pilot Gold’s mineral projects and for general working capital purposes.
Pilot Gold intends to file with the securities commissions and other similar regulatory authorities in the provinces of Canada, other than Quebec, a preliminary short form prospectus relating to the issuance of the Common Shares by May 30, 2011. The Offering is scheduled to close on or about June 14, 2011 and is subject to a number of conditions including, but not limited to, receipt of all necessary approvals including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.
The Common Shares are being offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"). The Common Shares have not been, nor will they be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States absent registration or an applicable exemption from 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 state in which such offer, solicitation or sale would be unlawful.
ABOUT PILOT GOLD
Pilot Gold is a gold exploration company focused on advancing Halilaga, TV Tower and Regent – three strategic gold and copper-gold projects located in Turkey and Nevada. For more information, visit www.pilotgold.com or contact:
Matt Lennox-King, President & CEO
Patrick Reid, VP Corporate Development
Phone: 604-632-4677 or Toll Free 1-877-632-4677
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Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Except for the statements of historical fact contained herein, certain information presented constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “planning”, “planned”, “expects” or “looking forward”, “does not expect”, “continues”, “scheduled”, “estimates”, “forecasts”, “intends”, “potential”, “anticipates”, “does not anticipate”, or “belief”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking information, including, but not limited to, information with respect to exploration results, the timing and success of exploration activities generally, permitting timelines, government regulation of exploration and mining operations, environmental risks, title disputes or claims, limitations on insurance coverage, potential quantity and/or grade of minerals, potential size of mineralized zone, potential expansion of mineralization, potential type of mining operation, timing and possible outcome of any pending litigation, timing and results of future resource estimates or future economic studies and the timing and results of any future development programs involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Pilot Gold to be materially different from any future results, performance or achievements expressed or implied by such forward looking information. Such factors include, among others, risks related to the interpretation and actual results of current exploration and development activities; changes in project parameters as plans continue to be refined; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration, as well as those factors discussed in the section entitled "Risk Factors" in the Company’s AIF, dated May 12, 2011, which is available under Pilot Gold’s SEDAR profile at www.sedar.com. Although Pilot Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, 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 such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Pilot Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Accordingly, readers should not place undue reliance on forward-looking information.