Kirkland Lake Gold Ltd. (“Kirkland Lake Gold” or
the “
Company”) (TSX:KL) (NYSE:KL) (ASX:KLA) today
announced it has closed its previously announced sale of 18,450,000
common shares (each, a “Share”) of Novo Resources Corp. (“Novo”)
and 9,225,000 warrants of Kirkland Lake Gold (each, a “Warrant”) to
purchase Shares to qualified purchasers for gross proceeds to
Kirkland Lake Gold in the amount of $45,202,500 (the “Sale
Transaction”). The Shares and Warrants were sold through Stifel GMP
and Clarus Securities Inc.
Each Warrant entitles the holder thereof to
acquire one additional Share owned by Kirkland Lake Gold at an
exercise price of $2.80 for a term of 12 months expiring on
December 3, 2021. In the event all Warrants are exercised, an
additional $25,830,000 will be paid to Kirkland Lake Gold, for
total gross proceeds of $71,032,500.
The securities sold and to be sold under the
Sale Transaction have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and accordingly,
may not be offered or sold within the United States or to or for
the account or benefit of a U.S. person (as defined in Regulation S
under the U.S. Securities Act) or a person in the United States,
except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities in the United States.
Early Warning Disclosure
Kirkland Lake Gold disposed of an aggregate of
18,450,000 Shares pursuant to the Sale Transaction at an attributed
value of $2.45 per Share (attributing the full unit value of $2.45
to the Share component of the unit and nil value to the Warrant
component of the unit) for aggregate gross proceeds of $45,202,500.
Prior to completion of the Sale Transaction, Kirkland Lake Gold
held 27,675,168 Shares, representing approximately 12.1% of the
outstanding Shares on a non-diluted basis. Upon completion of the
Sale Transaction, Kirkland Lake Gold owns 9,225,168 Shares,
representing approximately 4% of the outstanding Shares on a
non-diluted basis, representing a decrease in Kirkland Lake Gold’s
shareholdings in Novo of approximately 7.9%.
In the event the Warrants are exercised in full,
Kirkland Lake Gold would dispose of an additional 9,225,000 Shares
at a price of $2.80 per Share for additional gross proceeds in the
amount of $25,830,000. This further disposition would result in an
additional decrease in Kirkland Lake Gold’s shareholdings in Novo,
following which Kirkland Lake Gold would hold 168 Shares,
representing less than 1% of the outstanding Shares on a
non-diluted basis.
The disposition of Shares provides an immediate
source of capital for the business of Kirkland Lake Gold.
While Kirkland Lake Gold currently has no immediate plans or
intentions with respect to the Shares, depending on market
conditions, general economic and industry conditions, trading
prices of the Shares, Novo’s business, financial condition and
prospects and/or other relevant factors including Kirkland Lake
Gold’s financial position and liquidity, Kirkland Lake Gold may
develop such plans or intentions in the future and, at such time,
may from time to time acquire additional securities, dispose of
some or all of the existing or additional securities or may
continue to hold securities of Novo.
Kirkland Lake Gold will file an early warning
report under National Instrument 62-103 in connection with the
closing of the Sale Transaction. A copy of the early warning
report filed by Kirkland Lake Gold will be available under Novo’s
profile on SEDAR at www.sedar.com or by contacting Jennifer Wagner,
Senior Vice President, Corporate Affairs, Legal Counsel at
647-361-0198. Kirkland Lake Gold’s head office is located at 200
Bay Street, Royal Bank Plaza, Suite 2800, Toronto, Ontario M5J 2J1
and Novo’s head office is located at 880-580 Hornby Street,
Vancouver, British Columbia V6C 3B6.
As Kirkland Lake Gold will have decreased its
security holdings in Novo below 10%, following the above-noted
early warning report filing, it will no longer be required to
report under the early warning requirements of National Instrument
62-104 – Take-Over Bids and Issuer Bids, unless its security
holdings in Novo increases to 10% or more in the future.
About Kirkland Lake
Kirkland Lake Gold Ltd. is a growing gold
producer operating in Canada and Australia that produced 974,615
ounces in 2019. The production profile of the Company is anchored
by three high-quality operations, including the Macassa Mine and
Detour Lake Mine, both located in Northern Ontario, and the
Fosterville Mine located in the state of Victoria, Australia.
Kirkland Lake Gold's solid base of quality assets is complemented
by district scale exploration potential, supported by a strong
financial position with extensive management expertise.
For further information on Kirkland Lake Gold
and to receive news releases by email, visit the website at
www.kl.gold.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Anthony Makuch, President, Chief Executive Officer &
DirectorPhone: +1 416-840-7884E-mail: tmakuch@kl.gold
Mark Utting, Senior Vice President, Investor RelationsPhone: +1
416-840-7884E-mail: mutting@kl.goldWebsite : www.kl.gold
Cautionary Note Regarding Forward-Looking
Information
This press release contains statements which
constitute “forward-looking information” within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Kirkland
Lake Gold with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” or similar
expressions and, in this press release, include information
regarding including but not limited to statements regarding the
number of Warrants to be exercised and the aggregate gross proceeds
to be received by the Company as a result thereof and the Company’s
current intentions with respect to the acquisition or disposition
of additional Novo securities.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
the Company's management's expectations, estimates or projections
concerning future results or events based on the opinions,
assumptions and estimates of management considered reasonable at
the date the statements are made. Although Kirkland Lake Gold
believes that the expectations reflected in such forward-looking
information are reasonable, such information involves risks and
uncertainties, and undue reliance should not be placed on such
information, as unknown or unpredictable factors could have
material adverse effects on future results, performance or
achievements of the Company. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking information are the following: the exercise of a
termination right by the Dealers, any conditions to the closing of
the Sale Transaction not being met, the use of proceeds of the Sale
Transaction being re-allocated for prudent business reasons,
changes in general economic, business and political conditions,
including changes in the financial markets; changes in applicable
laws. This forward-looking information may be affected by risks and
uncertainties in the business of Kirkland Lake Gold and market
conditions. This information is qualified in its entirety by
cautionary statements and risk factor disclosure contained in
filings made by Kirkland Lake Gold, including Kirkland Lake Gold's
annual information form for the year ended December 31, 2019 and
its interim consolidated financial statements and related MD&A
for the period ended September 30, 2020, which are filed with the
securities regulatory authorities in certain provinces of Canada
and available at www.sedar.com.
Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although Kirkland
Lake Gold has attempted to identify important risks, uncertainties
and factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. Kirkland Lake Gold does not intend, and do
not assume any obligation, to update this forward-looking
information except as otherwise required by applicable law.
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