Barrick Gold Corporation (NYSE: GOLD) (TSX: ABX)
(“
Barrick” or the “
Company”)
today provides the following further update in relation to Acacia
Mining plc (“
Acacia”).
Barrick notes the article by Bloomberg dated 18
June 2019 (the “Article”) and confirms that it is proposing to
engage intensively with Acacia’s minority shareholders in coming
weeks. As referred to in the Article, these discussions will be on
the basis of the proposal set out in Barrick’s announcement of 21
May (the “Proposal”) and will provide an update on the situation in
Tanzania and a review of Acacia’s mine plans which together
underpin Barrick’s view that the Proposal represents fair value (as
set out in full in Barrick’s announcement of 18 June). However,
nothing in the Article should be considered to be a no increase
statement for the purposes of Rule 32.2 of the Code.
Takeover Code notes
The Proposal is subject to the satisfaction of a
number of customary conditions, including receiving the
recommendation of the Acacia board. Barrick reserves the right to
waive all or any of such conditions at its discretion. The Proposal
does not constitute an offer or impose any obligation on Barrick to
make an offer. There can be no certainty that any offer for Acacia
will ultimately take place, nor as to the structure of any such
offer, should one be forthcoming, even if the pre-conditions are
satisfied or waived. Barrick reserves the right to: (a) vary the
form and/or mix of consideration referred to in this announcement
and/or introduce other forms of consideration; and (b) make an
offer or other proposal on less favourable terms than an exchange
ratio of 0.153 Barrick shares for each ordinary share of Acacia
referred to in this announcement with the agreement, recommendation
or consent of the board of Acacia.
Barrick will have the right to reduce the number
of new Barrick shares that Acacia minority shareholders will
receive under the terms of the Proposal by the amount of any
dividend (or other distribution) which is declared, paid or made by
Acacia to Acacia shareholders.
This announcement does not amount to a firm
intention to make an offer under Rule 2.7 of the Code, which
regulates the making of offers for public companies listed in the
UK. There can be no certainty any offer will be made, even if the
pre-conditions referred to are satisfied or waived.
In accordance with Rule 2.6(a) of the Code,
Barrick must, by not later than 5.00 p.m. on 9 July 2019, either
announce a firm intention to make an offer for Acacia in accordance
with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
only be extended with the consent of the UK Takeover Panel in
accordance with Rule 2.6(c) of the Code.
Enquiries: |
Kathy du Plessis Barrick Investor and Media Relations +44 20 7557
7738 barrick@dpapr.com |
Website:www.barrick.com |
Publication on WebsiteA copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at www.barrick.com no later than 12.00 noon (London
time) on 19 June 2019 (being the business day following the date of
this announcement) in accordance with Rule 26.1(a) of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Overseas jurisdictionsThe
release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. The information
disclosed in this announcement may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The Barrick shares mentioned in this
announcement (the "Shares") have not been and will
not be registered under the US Securities Act of 1933 (the
“Securities Act”) or under the securities laws of
any state or other jurisdiction of the United States. This
announcement does not constitute an offer to sell, or the
solicitation of any offer to buy the Shares in the United States.
Accordingly, the Shares may not be offered, sold, resold,
delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United States absent registration under
the Securities Act or an exemption therefrom, nor shall there by
any sale of the Shares in any jurisdiction in which such offer,
solicitation or sale would be lawful.
Cautionary Statement on Forward-Looking
InformationCertain information contained or incorporated
by reference in this press release, including any information as to
our strategy, projects, plans, or future financial or operating
performance, constitutes “forward-looking statements”. All
statements, other than statements of historical fact, are
forward-looking statements. The words “will”, “imply”, “could”,
“possible”, “seek”, “propose”, “may”, “can”, “should”, “could”,
“would”, and similar expressions identify forward-looking
statements. In particular, this press release contains
forward-looking statements including, without limitation, with
respect to the future growth, results of operations, performance,
business prospects and opportunities of Barrick and Acacia,
including gold production from Acacia’s mines; the Proposal; the
integration of Acacia’s business with the existing operations of
Barrick; the impact of the Proposal on the financial position of
Barrick and Acacia; impairment charges to be recorded by Barrick;
and the outlook for Barrick’s and Acacia’s respective businesses
and the gold mining industry generally based on information
currently available. These expectations may not be appropriate for
other purposes.
Forward-looking statements are necessarily based
upon a number of estimates and assumptions including material
estimates and assumptions related to the factors set forth below
that, while considered reasonable by the Company as at the date of
this press release in light of management’s experience and
perception of current conditions and expected developments, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Known and unknown
factors could cause actual results to differ materially from those
projected in the forward-looking statements, and undue reliance
should not be placed on such statements and information. Such
factors include, but are not limited to: expectations regarding
whether the Proposal will be formally announced including whether
the pre-conditions to formal announcement of the Proposal will be
satisfied, and the anticipated timing of a formal announcement;
expectations regarding whether the Proposal will be completed,
including whether any conditions to completion of the Proposal will
be satisfied, and the anticipated timing for completion; the
combined company’s future plans, business prospects and
performance, growth potential, financial strength, market profile,
revenues, working capital, capital expenditures, investment
valuations, income, margins, access to capital and overall
strategy; expectations regarding the receipt of any necessary
regulatory and third party approvals and the expiration of all
relevant waiting periods; the anticipated number of Barrick common
shares to be issued as consideration for the Proposal, the expected
total capitalization of Barrick on a consolidated basis following
the Proposal and the ratio of the Barrick common shares to be held
by Barrick shareholders and Acacia shareholders, respectively,
following the Proposal; the anticipated benefits of the Proposal;
expectations regarding the value and nature of the consideration
payable to Acacia shareholders as a result of the Proposal; the
anticipated mineral reserves of Barrick following completion of the
Proposal; and the expenses of the Proposal; fluctuations in the
spot and forward price of gold, copper, or certain other
commodities (such as silver, diesel fuel, natural gas, and
electricity); the speculative nature of mineral exploration and
development; changes in mineral production performance,
exploitation, and exploration successes; risks associated with
projects in the early stages of evaluation, and for which
additional engineering and other analysis is required to fully
assess their impact; the duration of the Tanzanian ban on mineral
concentrate exports; the ultimate terms of any definitive agreement
to resolve the dispute relating to the imposition of the
concentrate export ban and allegations by the Government of
Tanzania that Acacia under-declared the metal content of
concentrate exports from Tanzania and related matters; diminishing
quantities or grades of reserves; increased costs, delays,
suspensions and technical challenges associated with the
construction of capital projects; operating or technical
difficulties in connection with mining or development activities,
including geotechnical challenges and disruptions in the
maintenance or provision of required infrastructure and information
technology systems; failure to comply with environmental and health
and safety laws and regulations; timing of receipt of, or failure
to comply with, necessary permits and approvals; the impact of
global liquidity and credit availability on the timing of cash
flows and the values of assets and liabilities based on projected
future cash flows; adverse changes in our credit ratings; the
impact of inflation; fluctuations in the currency markets; changes
in national and local government legislation, taxation, controls or
regulations and/ or changes in the administration of laws, policies
and practices, expropriation or nationalization of property and
political or economic developments in Tanzania and other
jurisdictions in which the Company or its affiliates do or may
carry on business in the future; lack of certainty with respect to
foreign legal systems, corruption and other factors that are
inconsistent with the rule of law; damage to the Company’s
reputation due to the actual or perceived occurrence of any number
of events, including negative publicity with respect to the
Company’s handling of environmental matters or dealings with
community groups, whether true or not; the possibility that future
exploration results will not be consistent with the Company’s
expectations; risks that exploration data may be incomplete and
considerable additional work may be required to complete further
evaluation, including but not limited to drilling, engineering and
socioeconomic studies and investment; risk of loss due to acts of
war, terrorism, sabotage and civil disturbances; litigation and
legal and administrative proceedings; contests over title to
properties, particularly title to undeveloped properties, or over
access to water, power and other required infrastructure; business
opportunities that may be presented to, or pursued by, the Company;
our ability to successfully integrate acquisitions or complete
divestitures; risks associated with working with partners in
jointly controlled assets; employee relations including loss of key
employees; increased costs and physical risks, including extreme
weather events and resource shortages, related to climate change;
availability and increased costs associated with mining inputs and
labor. In addition, there are risks and hazards associated with the
business of mineral exploration, development and mining, including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins, flooding and gold bullion, copper
cathode or gold or copper concentrate losses (and the risk of
inadequate insurance, or inability to obtain insurance, to cover
these risks).
Many of these uncertainties and contingencies
can affect our actual results and could cause actual results to
differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, us. Readers
are cautioned that forward-looking statements are not guarantees of
future performance. All of the forward-looking statements made in
this press release are qualified by these cautionary statements.
Specific reference is made to the most recent Form 40- F/Annual
Information Form on file with the United States Securities and
Exchange Commission (“SEC”) and Canadian
provincial securities regulatory authorities for a more detailed
discussion of some of the factors underlying forward-looking
statements and the risks that may affect Barrick’s ability to
achieve the expectations set forth in the forward-looking
statements contained in this press release.
The Company disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
except as required by applicable law.
Endnotes
- As per Acacia’s 2018 Annual Report, Acacia has identified
certain measures in its public disclosures that are not measures
defined under IFRS. Non-IFRS financial measures disclosed by
Acacia’s management are provided as additional information to
investors in order to provide them with an alternative method for
assessing Acacia’s financial condition and operating results, and
reflects more relevant measures for the industry in which Acacia
operates. These measures are not in accordance with, or a
substitute for, IFRS, and may be different from or inconsistent
with non-IFRS financial measures used by other companies. “All-in
sustaining costs” (AISC) per ounce is one such non-IFRS financial
measure disclosed by Acacia. The measure is in accordance with the
World Gold Council’s guidance issued in June 2013. It is calculated
by taking cash cost per ounce sold (defined below) and adding
corporate administration costs, share-based payments, reclamation
and remediation costs for operating mines, corporate social
responsibility expenses, mine exploration and study costs, realised
gains and/or losses on operating hedges, capitalised stripping and
underground development costs and sustaining capital expenditure.
This is then divided by the total ounces sold. “Cash cost per
ounce sold” is also a non-IFRS financial measure. Cash costs
include all costs absorbed into inventory, as well as royalties,
and production taxes, and exclude capitalised production stripping
costs, inventory purchase accounting adjustments, unrealised
gains/losses from non-hedge currency and commodity contracts,
depreciation and amortisation and corporate social responsibility
charges. Cash cost is calculated net of co-product revenue. Cash
cost per ounce sold is calculated by dividing the aggregate of
these costs by total ounces sold. AISC is intended to provide
additional information on the total sustaining cost for each ounce
sold, taking into account expenditure incurred in addition to
direct mining costs and selling costs.
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