Premier Gold Mines Limited (TSX:PG) entered into a definitive agreement to spin-off an unknown stake in i-80 Gold Corp., on December 16, 2020. Pursuant to the terms of the transaction, 0.4 share of i-80 Gold Corp., for each Premier Gold Mines Limited share held will be issued. The key members of i-80 will include; Ewan Downie, Chief Executive Officer and Director, Ron Clayton, Chairman of the Board, Matthew Gili, President & Chief Operating Officer, Matthew Gollat, Executive Vice-President Business & Corporate Development, Ryan Snow, Chief Financial Officer and Brent Kristof, Executive Vice-President Projects & Evaluations. The board of directors planned for i-80 (SpinCo) include current Premier board members John Seaman, John Begeman and Eva Bellissimo, and new members Greg Smith and Arthur Einav. Premier advises that it intends to revise the SpinCo Financing Resolution to be approved at the Meeting such that SpinCo may either issue SpinCo Subscription Receipts that are each exchangeable for one SpinCo Share or issue SpinCo Subscription Receipts that are each exchangeable for a unit consisting of one SpinCo Share and up to one-quarter of one common share purchase warrant of SpinCo, subject to the following terms and conditions: the maximum number of SpinCo Shares underlying the SpinCo Subscription Receipts (including any SpinCo Shares issuable upon exercise of any SpinCo Warrants) may not exceed 45 million SpinCo Shares as currently set out in the Circular; the maximum number of SpinCo Shares underlying the SpinCo Subscription Receipts (including any SpinCo Shares issuable upon exercise of any SpinCo Warrants) issuable to insiders of Premier and anticipated insiders of SpinCo may not exceed 19.75 million SpinCo Shares as currently set out in the Circular; and the exercise price per SpinCo Warrant, if any, may not be lower than the greater of (i) the Issue Price and (ii) the five-day volume weighted average price of SpinCo Shares on the Toronto Stock Exchange immediately after the anticipated listing of the SpinCo Shares. In the event the SpinCo Subscription Receipts are exchangeable for units comprised of SpinCo Shares and SpinCo Warrants, the terms of the SpinCo Warrants will be detailed in the documentation pertaining to the SpinCo Subscription Receipts. The transaction is further subject to certain regulatory approvals, including the approvals of the Mexican Comisión Federal de Competencia Económica, the Toronto Stock Exchange and the NYSE American Stock Exchange and other customary closing conditions. The transaction is subject to court approval and approval of Premier Gold Mines Limited shareholders and option holders (including minority shareholder approval under Part 8 of Multilateral Instrument 61-101 ­ Protection of Minority Security Holders in Special Transactions). A special meeting of Premier Gold Mines Limited shareholders and option holders to consider the transaction is expected to be held in February 2021. The special meeting of Premier's shareholder will be held on February 23, 2021. The transaction was overwhelmingly approved by the securityholders of Premier Gold Mines Limited at the special meeting held on February 23, 2021. As of March 1, 2021, Premier Gold Mines Limited obtained the final order of the Ontario Superior Court of Justice (Commercial List) for the transaction. As of March 30, 2021, the transaction has been conditionally approved by the Toronto Stock Exchange. The transaction is expected to close in the first quarter of 2021. CIBC World Markets Inc. is acting as financial advisor to Premier Gold Mines Limited and RBC Capital Markets is acting as financial advisor to the Special Committee of Premier Gold Mines Limited. Bennett Jones LLP is acting as legal advisor to Premier Gold Mines Limited and its Special Committee.

Premier Gold Mines Limited (TSX:PG) completed spin-off of an unknown stake in i-80 Gold Corp., on April 7, 2021.