Designated News Release
VANCOUVER, BC, Feb. 27,
2023 /CNW/ - GoldMining Inc. (the
"Company" or "GoldMining") (TSX: GOLD) (NYSE
American: GLDG) is pleased to announce that its subsidiary,
U.S. GoldMining Inc. ("U.S. GoldMining" or "USGO")
has filed a registration statement on Form S-1 in connection with
its initial public offering (the "IPO") of units (the
"Units"). U.S. GoldMining is offering up to 2,000,000 Units
under the IPO at a price of US$10.00
per Unit.
Each Unit will be comprised of (i) one common share of USGO (a
"USGO Share") and (ii) one warrant (a "USGO
Warrant") to purchase one USGO Share at a price of
US$13.00 per USGO Share for a period
of three years following the IPO. U.S. GoldMining has applied to
list the USGO Shares and USGO Warrants on the NYSE American under
the symbols "USGO" and "USGOW", respectively.
USGO expects to grant the underwriters a 30-day option to
purchase up to 15% of each of the number of USGO Shares and/or USGO
Warrants sold under the IPO to cover over-allotments, if
any.
H.C. Wainwright & Co., LLC and BMO Capital Markets are
acting as joint book-running managers and Laurentian Bank
Securities Inc. is acting as co-manager of the IPO.
The registration statement relating to the proposed IPO has been
filed with the U.S. Securities and Exchange Commission but has not
yet become effective. A preliminary prospectus has been filed with
the securities commissions or similar securities regulatory
authorities in each of the provinces and territories of
Canada, other than Quebec, containing important information
relating to the Units and remains subject to completion or
amendment. The securities under the IPO cannot be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective or until a receipt for the final
prospectus has been issued by the relevant securities commissions
in Canada. A copy of the
registration statement, including a prospectus contained therein,
is available under USGO's profile on EDGAR and a copy of the
preliminary prospectus is available under USGO's profile on
SEDAR.
The IPO will be made only by means of a prospectus. Copies of
the preliminary prospectus and the final prospectus may be obtained
from (i) for U.S. investors only, H.C. Wainwright & Co., via
email at placements@hcwco.com or (ii) for U.S. or Canadian
investors, BMO Capital Markets Corp., Attn: Equity Syndicate
Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036 (800-414-3627, email:
bmoprospectus@bmo.com) or BMO Capital Markets, Brampton
Distribution Centre C/O The Data Group of Companies, 9195 Torbram
Road, Brampton, Ontario, L6S 6H2
(905-791-3151 Ext 4312; torbramwarehouse@datagroup.ca)
H.C. Wainwright & Co., LLC is not registered as an
investment dealer in any Canadian jurisdictions and, accordingly,
will not, directly or indirectly, solicit offers to purchase or
sell Units in Canada.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This
release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of, these securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of USGO, and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of that
jurisdiction.
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 more than 21 million shares of Gold Royalty Corp. (NYSE
American: GROY).
About U.S. GoldMining
Inc.
U.S. GoldMining Inc. is an exploration and development company
focused on advancing the Whistler gold-copper project, located 170
km northwest of Anchorage, Alaska,
USA. The Whistler Project consists of several gold-copper porphyry
deposits and exploration targets within a comprehensive regional
land package totalling 217.5 sq km (21,750 Ha).
Forward-looking
Statements
This press release contains certain forward-looking
statements, including forward-looking information within the
meanings of applicable Canadian securities laws. Such statements
include statements with regard to the proposed IPO. Words such as
"expects", "anticipates" and "intends" or similar expressions are
intended to identify forward-looking statements. These
forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions and no
assurance can be given that the IPO will be completed on the terms
described, or at all. Completion of the IPO and the terms thereof
are subject to numerous factors, many of which are beyond
GoldMining and USGO's respective control, including, without
limitation, failure to satisfy customary closing conditions, any
adverse change in market conditions and the other risk factors and
other matters set forth in USGO's preliminary prospectus and
GoldMining's most recent Annual Information Form and its other
filings with Canadian securities regulators and the U.S. Securities
and Exchange Commission. Neither GoldMining nor USGO undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
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content:https://www.prnewswire.com/news-releases/goldmining-announces-launch-of-us-goldmining-ipo-and-application-to-list-on-the-nyse-american-301756175.html
SOURCE GoldMining Inc.