Klondex Mines Ltd.

TSX : KDX


Klondex Mines Ltd.

December 06, 2013 07:00 ET

Klondex Announces Acquisition Financing Update

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 6, 2013) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR RELEASE OVER U.S. NEWSWIRES

Further to the news release dated December 4, 2013, Klondex Mines Ltd. (TSX:KDX) ("Klondex" or the "Company") is pleased to provide a financing update in connection with the Company's proposed acquisition of the Midas mine and related ore milling facility (the "Acquisition"). The financing is expected to include a gold financing package from Franco-Nevada Corporation ("Franco-Nevada") in the amount of $35 million, a private placement of subscription receipts for gross proceeds of approximately $35 million and a private placement of secured notes for approximately $25 million (collectively, the "Acquisition Financing").

The Company has agreed on financing terms with Franco-Nevada in the form of a US$35 million financing package consisting of a pre-paid gold purchase arrangement and a 2.5% NSR royalty on all minerals produced from the Company's properties (the "Gold Financing"). The 2.5% NSR royalty commences on year six, upon completion of the pre-paid purchase arrangement. The obligations under the Gold Financing and the Notes (as defined below) will be secured against the assets of the Company and the obligations under the Gold Financing and the Notes will rank pari passu.

In addition, Klondex has engaged a syndicate of agents led by GMP Securities L.P. and including MGI Securities Inc., Mackie Research Capital Corporation, M Partners Inc., Jones, Gable & Company Limited and PI Financial Corp. (collectively, the "Agents") to complete a private placement financing on a fully-marketed best efforts basis (the "Equity Offering") by issuing subscription receipts ("Subscription Receipts") at a price of C$1.45 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of approximately C$35 million. Each Subscription Receipt will be deemed to be exchanged upon satisfaction of the Escrow Release Conditions (as defined below), without payment of any additional consideration, for one common share in the capital of the Company (an "Underlying Share"). The Subscription Receipts will provide for appropriate adjustments to be made in the event of share dividends, consolidations, distributions and other forms of capital reorganizations.

The Equity Offering is expected to close on or about December 17, 2013 (the "Equity Closing Date"). The gross proceeds of the Offering, less the Agents' commission and the Agents' expenses and out-pocket-costs (the "Escrowed Funds"), will be deposited in escrow on the Equity Closing Date. The Escrowed Funds will be released from escrow to the Company upon the satisfaction of the following conditions (together, the "Escrow Release Conditions"): (i) the satisfaction or waiver of all conditions precedent to the Acquisition, other than the delivery of the purchase price of the Acquisition; and (ii) receipt by the Company of the requisite approval of the Company's shareholders to the Offering pursuant to the requirements of the Toronto Stock Exchange ("TSX"). In the event that the Escrow Release Conditions are not satisfied on or before February 14, 2014, the gross proceeds will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be automatically cancelled. The Subscription Receipts and the Underlying Shares will be subject to a four month plus one day hold period in Canada.

The Company has also finalized terms in respect of a private placement offering through a syndicate of lenders of approximately C$25 million initial principal amount of 11.00% senior secured notes of the Company due June 30, 2017 (the "Notes"), together with 124 common share purchase warrants per $1,000 principal amount of Notes.

The net proceeds from the Acquisition Financing are expected to be used to fund the purchase price of the Acquisition and for the repayment of $7 million in outstanding notes. The Acquisition Financing remains subject to the receipt of all required regulatory approvals, including, without limitation, the approval of the TSX. The Acquisition Financing arrangements also remain subject to confirmatory legal due diligence, the negotiation of definitive documentation and other customary conditions.

About Klondex Mines Ltd. (www.klondexmines.com)

Klondex Mines is focused on the exploration and development of its high-grade Fire Creek gold deposit in north central Nevada. Fire Creek is a compelling gold project located in a mining-friendly jurisdiction, near major producers, power, transportation, mining infrastructure and milling facilities. As at December 5, 2013, the Company had 79.2 million shares issued and outstanding and 97.2 million Shares fully diluted.

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. The securities 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 may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

Cautionary Note Regarding Forward-Looking Information

This news release contains certain information that may constitute forward-looking information under applicable Canadian securities legislation, including information about current expectations on the timing of the Acquisition Financing and the amount of proceeds to be raised pursuant to such Acquisition Financing and the expected use of such proceeds. This forward-looking information entails various risks and uncertainties that are based on current expectations and actual results may differ materially from those contained in such information. These risks and uncertainties include, but are not limited to, the ability to successfully complete the Acquisition Financing; the approval of the shareholders of the Company (to the extent required) of the Acquisition Financing, the approval of the TSX, the completion of the proposed Acquisition; the risks and hazards associated with environmental compliance and permitting for its existing underground operations; the strength of the global economy; the price of gold; operational, funding and liquidity risks; the degree to which mineral resource estimates are reflective of actual mineral resources; and the degree to which factors which would make a mineral deposit commercially viable are present. There is no assurance that the Acquisition or any related financing will be completed, either on the terms proposed or at all. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials filed with the securities regulatory authorities in Canada and available at www.sedar.com. Readers are urged to read these materials. The Company assumes no obligation to update any forward-looking information or to update the reasons why actual results could differ from such information unless required by law.

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