VANCOUVER, BC, Dec. 10, 2021 /CNW/ - GoldMining Inc.
(TSX: GOLD) (NYSE American: GLDG) ("GoldMining" or the
"Company") is pleased to announce that it has entered into
an equity distribution agreement (the "Distribution
Agreement") with a syndicate of agents led by BMO Nesbitt Burns
Inc., and including BMO Capital Markets Corp., H.C. Wainwright
& Co. LLC, Haywood Securities, Laurentian Bank Securities Inc.
and Roth Capital Partners, LLC (collectively, the "Agents"),
for an at-the-market equity program (the "ATM Program").
The Distribution Agreement will allow the Company to distribute
up to US$50 million (or the
equivalent in Canadian dollars) of common shares of the Company
(the "Offered Shares") under the ATM Program. The Offered
Shares will be issued by the Company to the public from time to
time, through the Agents, at the Company's discretion. The Offered
Shares sold under the ATM Program, if any, will be sold at the
prevailing market price at the time of sale.
The Company intends to use the net proceeds of any such sales
under the ATM Program to fund the exploration and development of
its mineral properties, to fund future acquisitions as may be
determined by the Company, and for working capital.
Under the Distribution Agreement, sales of Offered Shares will
be made by the Agents through "at-the-market distributions" as
defined in National Instrument 44-102 – Shelf Distributions
on the Toronto Stock Exchange, NYSE American LLC or any other
trading market for the Offered Shares in Canada or the United
States. The Company is not obligated to make any sales of
Offered Shares under the Distribution Agreement. Unless earlier
terminated by the Company or the Agents as permitted therein, the
Distribution Agreement will terminate upon the earlier of: (a) the
date that the aggregate gross sales proceeds of the Offered Shares
sold under the ATM Program reaches the aggregate amount of
US$50 million (or the equivalent in
Canadian dollars); or (b) January 1,
2023.
The ATM Program will become effective upon the filing of a
prospectus supplement to the Company's short form base shelf
prospectus dated October 27, 2021 and
U.S. registration statement on Form F-10 filed May 3, 2021, as amended on October 27, 2021. The prospectus supplement
relating to the ATM Program will be filed shortly with the
securities commissions in each of the provinces and territories of
Canada and with the United States
Securities and Exchange Commission. Copies of the prospectus
supplement, the Distribution Agreement and other relevant documents
will be available on SEDAR at www.sedar.com and EDGAR at
www.sec.gov. Alternatively, the lead agent will send copies of such
documents to investors upon request by contacting BMO Nesbitt Burns
Inc. by mail at Brampton Distribution Centre, 9195 Torbram Road,
Brampton, Ontario, L6S 6H2, attn:
The Data Group of Companies, by email at
attorbramwarehouse@datagroup.ca or by telephone at 905-791-3151
ext. 4312.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of, the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About GoldMining Inc.
GoldMining Inc. is a public mineral exploration company focused
on the acquisition and development of gold assets in the Americas.
Through its disciplined acquisition strategy, GoldMining now
controls a diversified portfolio of resource-stage gold and
gold-copper projects in Canada,
U.S.A., Brazil, Colombia, and Peru. The Company also owns 20 million shares
of Gold Royalty Corp. (NYSE American: GROY).
Forward-looking Information
This news release contains certain forward-looking statements
that reflect the current views and/or expectations, including
those regarding the intended use of proceeds raised from the ATM
Program and the future issuance of Offered Shares thereunder.
Forward-looking statements are based on the then-current
expectations, beliefs, assumptions, estimates and forecasts about
the business and the markets in which GoldMining operates.
Forward-looking information includes statements that address or
discuss activities, events or developments that the Company expects
or anticipates may occur in the future. When used in this
news release, words such as "estimates", "expects", "plans",
"anticipates", "will", "believes", "intends" "should", "could",
"may" and other similar terminology are intended to identify such
forward-looking information. These statements involve
significant uncertainties, known and unknown risks, uncertainties
and other factors and, therefore, actual results, performance or
achievements of the Company and its industry may be materially
different from those implied by such forward-looking
statements. Investors are cautioned that all forward-looking
statements involve risks and uncertainties, including: risks that
the Company may not sell any of the Offered Shares or may raise
less than the maximum offering amount under the ATM Program;
management has broad discretion in the use of proceeds from the ATM
Program; delays to project plans caused by restrictions and other
future impacts of COVID-19 or any other inability of the Company to
meet expected timelines for planned project activities, including
the timing of proposed project studies and programs; the inherent
risks involved in the exploration and development of mineral
properties, fluctuating metal prices, proposed studies may not
confirm GoldMining's expectations for its projects, unanticipated
costs and expenses, risks related to government and environmental
regulation, social, permitting and licensing matters, and
uncertainties relating to the availability and costs of financing
needed in the future, including the availability of future
borrowings under existing credit facilities. These risks, as well
as others, including those set forth in GoldMiningꞌs
Annual Information Form for the year ended November 30, 2020, and other filings with
Canadian securities regulators and the U.S. Securities and Exchange
Commission, could cause actual results and events to vary
significantly. Accordingly, readers should not place undue reliance
on forward-looking statements and information. There can be no
assurance that forward-looking information, or the material factors
or assumptions used to develop such forward-looking information,
will prove to be accurate. The Company does not undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable securities law.
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SOURCE GoldMining Inc.