VANCOUVER, BC, Dec. 20,
2024 /PRNewswire/ -
GoldMining Inc. (the "Company" or "GoldMining") (TSX:
GOLD) (NYSE: GLDG) announces it has renewed its at-the-market
equity program (the "ATM Program") that allows the Company to
distribute up to US$50 million (or
the equivalent in Canadian dollars) of common shares of the Company
(the "Offered Shares") to the public from time to time, through the
Agents (as defined below), 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.
Sales of Offered Shares through the ATM Program will be made
pursuant to the terms of an equity distribution agreement dated
December 20, 2024 (the "Distribution
Agreement") with a syndicate of agents led by BMO Nesbitt Burns
Inc. and BMO Capital Markets Corp., and including Canaccord
Genuity, H.C. Wainwright & Co., LLC, Laurentian Bank Securities
Inc. and Roth Capital Partners, LLC (collectively, the
"Agents").
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, including to complete minimum work
programs, property payments and other expenditures to maintain the
Company's property rights, 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 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) December 24, 2025.
The ATM Program will become effective upon the filing of a
prospectus supplement to the Company's short form base shelf
prospectus dated November 24, 2023,
and U.S. registration statement on Form F-10 filed November 28, 2023. 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.sedarplus.ca and EDGAR at
www.sec.gov. Alternatively, the lead agent will send copies of such
documents to investors upon request.
The renewed ATM Program replaces the Company's at-the-market
equity program that commenced in November
2023 and expires on December
31, 2024.
In Canada:
BMO Nesbitt Burns Inc.
Brampton Distribution Centre C/O
Attention: The Data Group of Companies
9195 Torbram Road
Brampton, Ontario L6S 6H2
Email: torbramwarehouse@datagroup.ca
Telephone: (905) 791-3151, ext. 4312
In the United States:
BMO Capital Markets Corp.
Attention: Equity Syndicate Department
151 W 42nd Street, 32nd Floor
New York, New York 10036
Email: bmoprospectus@bmo.com
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 acquiring and developing 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, the
U.S.A., Brazil, Colombia, and Peru. The Company also owns approximately 21.5
million shares of Gold Royalty Corp. (NYSE American: GROY), 9.9
million shares of U.S. GoldMining Inc. (Nasdaq: USGO), and 26.7
million shares of NevGold Corp. (TSXV: NAU). See
www.GoldMining.com for additional information.
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 conditions to
effectiveness of the ATM Program may not be satisfied; 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 governmental restrictions and other future
impacts 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. These risks, as well as others, including those set forth
in GoldMiningꞌs Annual Information Form for the year ended
November 30, 2023, 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.