RE:This guy has got to go.Looks like this deal may actually be a way for PG to spin-out their US subsidiaries into a NewCo with Waterton as a probable controlling shareholder. This appears to be Waterton using Premier as a conduit to take their asset public with increased assets from Premier and a smaller controlling interest.
This is why this deal made no sense based on the info given from Premier Gold, since there was so little information given about the purchase of the Getchell Project.
This from the Waterton's press release yesterday morning:
TORONTO – August 11, 2020 – Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, “Waterton”) announced today that Waterton has entered into a definitive purchase agreement (the “Purchase Agreement”) with Premier Gold Mines Limited (“Premier”) and its wholly-owned subsidiary Premier Gold Mines USA, Inc. (“PG USA”) pursuant to which PG USA has agreed to acquire (the “Transaction”) from Waterton all of the outstanding membership interests of Osgood Mining Company LLC, the owner of the Getchell Project in the Getchell gold belt near Winnemuca, Nevada, for aggregate consideration consisting of: (a) US$23,000,000 in cash; 13,777,098 common shares of Premier (each, a “Common Share”) at a deemed issuance price per Common Share equal to Cdn.$2.62159 (the “Market Price”), being the 20-day volume-weighted average closing price of the Common Shares on the Toronto Stock Exchange (the “TSX”) ending on August 7, 2020, the trading day immediately prior to the date of the Purchase Agreement; (c) 12,756,572 Common Share purchase warrants (each, a “Warrant”) to acquire 12,756,572 Common Shares at a deemed issuance price per Warrant equal to the Market Price; and (d) contingent payments of up to US$10,000,000 upon the occurrence of certain events, provided, however, that if Premier spins off (the “Spin-Out”) PG USA by distributing all or a substantial portion of the shares of common stock of PG USA to Premier shareholders prior to closing, then the consideration involving Common Shares and Warrants described above will be modified such that Waterton will instead receive shares of common stock and common stock purchase warrants of PG USA on the terms set out in the Purchase Agreement. Each Warrant entitles the holder to acquire one Common Share at an exercise price of Cdn.$3.67 per Common Share (subject to adjustment in certain circumstances), being the Market Price plus a 40% premium, at any time between the date of the closing of the Transaction and the third anniversary of closing.
The Transaction is subject to a number of conditions precedent, including the receipt of certain regulatory and third party approvals, including the approval of the TSX, the completion of the Spin-Out (should Premier determine to proceed with it) and other conditions customary for a transaction of this nature. Closing is expected to occur in Q4 2020.
Immediately prior to the Transaction, Waterton did not own or control any securities of Premier. Upon closing, assuming the Spin-Out has not occurred, Waterton will own 13,777,098 Common Shares, representing approximately 5.49% of the Common Shares on a non-diluted basis, and 12,756,572 Warrants. Assuming the exercise of all of the Warrants, Waterton would own 26,533,670 Common Shares, representing approximately 10.05% of the Common Shares on a partially-diluted basis.
Assuming that the Spin-Out has not occurred, (a) the aggregate value of the Common Shares to be received by Waterton on closing is equal to Cdn.$36,117,900.00 (based on a deemed issuance price per Common Share equal to the Market Price), and (b) the aggregate value of the Warrants to be received by Waterton on closing is equal to Cdn.$33,442,500.00 (based on a deemed issuance price per Warrant equal to the Market Price).
Waterton has no current plan or future intentions which relate to, or would result in, acquiring additional securities of Premier or disposing of securities of Premier. Depending on market conditions, Waterton’s view of Premier’s prospects, other investment opportunities and other factors considered relevant by Waterton, Waterton may acquire additional securities of Premier from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Premier.
An early warning report will be filed by Waterton in accordance with applicable securities laws. For further information or to obtain a copy of the early warning report, please see Premier’s profile on SEDAR at www.sedar.com or contact Richard Wells, Chief Financial Offer of Waterton Global Resource Management, Inc., at 416-504-3505.
PACO2 wrote: He did this spinout bullsh!t before.
Lets see how much we shareholders will be given in the NEW USA co.
The way Ewens deals work is that we probably will have to cough up nickles to buy pennies and Ewen the king A$$hole will be lining his own pockets,
He buys more properties???? He doesnt know how to deal with the ones we got.
He has got to go.