i-80 GOLD CORP. (TSX:IAU)

Announced that they have  entered into a definitive arrangement agreement with Paycore Minerals Inc. (TSX.V: CORE) whereby i-80 will acquire all of the outstanding common shares of Paycore pursuant to a statutory plan of arrangement. 

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I-80 Gold Corp.	TSX: IAU
Stage	Development + Exploration
Metals	Gold + polymetallic
Market cap	C$764 million @ C$3.18
Location	Nevada, USA

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i-80 Gold Corp. Acquires Paycore Minerals to Expand Ruby Hill Project

 

Reno, Nevada, February 27, 2023 – i-80 GOLD CORP. (TSX:IAU) (NYSE:IAUX) (“i-80”) and Paycore Minerals Inc. (TSXV:CORE) (“Paycore”) are pleased to announce that the companies have entered into a definitive arrangement agreement (the “Agreement”) whereby i-80 will acquire all of the outstanding common shares of Paycore (the “Paycore Shares”) pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Transaction”).

Paycore owns the FAD Property that is host to the high-grade FAD deposit located immediately south of, and adjoining, i-80’s 100%-owned Ruby Hill Property (“Ruby Hill” or the “Property”) located in Eureka County, Nevada.

The Transaction will consolidate the northern portion of the Eureka District and is expected to strengthen i‑80’s dominant presence in the district by increasing the size of the land package at Ruby Hill by more than 34% to approximately 14,272 acres, providing i-80 enhanced exposure to one of the world’s premier emerging Carbonate Replacement Deposit (“CRD”) districts.

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Highlights of the Transaction include:

• Exchange ratio of 0.68 of an i-80 common share for each Paycore share held, representing a 36% premium for Paycore shareholders based on the 20-day volume-weighted average price for both Paycore and i-80 for the period ended on February 24, 2023 and a 26% premium based on the closing prices of both companies on February 24, 2023[1]
• Provides i-80 with an additional high-grade deposit along trend from mineralization being drilled on the Ruby Hill Property and in close proximity to the Ruby Hill processing infrastructure (3,540,173 t @ 5.14 g/t Au, 196.46 g/t Ag, 8.0% Zn, 3.8% Pb)[2]
• Consolidates the northern portion of the Eureka District and enhances the upside opportunity of i-80 post-Transaction
• Increase i80’s land position along the highly prospective Jackson-Holly fault corridor from 1.5km to 4.3km
• Unanimous board approval and support from Paycore’s largest shareholder, Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (“Waterton”), which holds approximately 25% of the outstanding Shares of Paycore.

 

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Ewan Downie, CEO of i-80 Gold stated;

“The geological setting being defined in the Eureka District is truly the most unique I have witnessed in my career.

 

“In the immediate area surrounding the Archimedes pit, we have identified oxide gold, Carlin-type refractory gold, base metal skarn and polymetallic carbonate replacement mineralization. Older mineralizing events are often overprinted by Carlin-type mineralization resulting in precious metal rich deposits not found elsewhere in the Great Basin.

 

“We have intersected high-grade mineralization in every one of our targets tested in 2022, all of which remain wide open for expansion. The expanded property has the potential to host a world-class polymetallic deposit with enhanced potential for further discoveries.

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Matthew Gollat, Executive Vice-President of i-80 Gold stated;

“The consolidation of the core part of the Ruby Hill district will allow i-80 to aggressively pursue the optimization of the company’s multi-year development plan – to create one of the largest U.S.-focused diversified mineral producers.

 

”“Step-out drilling results from Paycore’s 2022 drill program confirm the upside potential of what we believe to be one of Nevada’s highest-grade undeveloped deposits that will benefit from the Ruby Hill processing infrastructure.

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Christina McCarthy, President & CEO of Paycore Minerals stated;

“This Transaction not only provides Paycore shareholders with greater exposure to the Eureka District, but also to i-80’s high-grade Granite Creek and Cove Projects, and its existing permitted infrastructure which includes an autoclave, while also delivering a significant premium and enhanced liquidity as i-80 shareholders.”

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.James Gowans, Chairman of Paycore Minerals, states:

“The mineralization of these two properties is indicating a massive carbonate replacement system along the fault corridor between the two properties. The combination of i-80 and Paycore’s deposits is shaping up to be among the highest-grade carbonate replacement deposits (CRD’s) in the world.”

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Transaction Details

Pursuant to the Transaction, Paycore shareholders will receive 0.68 of an i-80 common share (each whole common share, an “i-80 Share”) for each Paycore Share held (the “Exchange Ratio”), representing a premium of 36% based on the 20-day volume weighted average price of both Paycore and i-80 shares for the period ended February 24, 2023 and a 26% premium based on the closing prices of both companies on February 24, 2023[3].

Based on the Exchange Ratio, upon completion of the Transaction, existing i-80 shareholders will own approximately 90% and former Paycore shareholders will own approximately 10% of the combined company, on a fully diluted in-the-money basis.

The Agreement includes, among other things, customary representations, warranties and covenants, including a non-solicitation provision, a right to match superior proposals in favour of i-80, as well as a termination fee of approximately $3.3 million payable by Paycore under certain customary circumstances.

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For brevity, this summary has been redacted, to read the full news release, please click HERE.

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Disclosure

The author holds shares in 1-80 Gold.

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