All amounts expressed in U.S. dollars unless
otherwise indicated
Barrick Gold Corporation (NYSE:GOLD)(TSX:ABX) (“Barrick”) announced
today that it has entered into a Strategic Alliance Agreement
(“SAA”) with Reunion Gold Corporation (TSX-V:RGD) (“Reunion”) to
form a 50-50 alliance to jointly explore for, develop and mine
certain mineral projects in the Guiana Shield, including Guyana,
Suriname, French Guiana and the North and Northeast Regions of
Brazil (the “Subject Area”).
Reunion will initially contribute to the
Alliance the Waiamu, Aremu, Arawini and Oko Projects, all located
in Guyana. Barrick will initially fund an amount equal to $4.2
million on these projects, as credit for historical exploration
expenditures by Reunion, with subsequent funding to be on a 50:50
basis between Reunion and Barrick.
As long as the Alliance remains in effect, if
Reunion acquires an interest or an option to acquire an interest in
any mineral property in the Subject Area, Barrick will have 90 days
to elect to include the new project in the Alliance. Barrick
can nominate an Alliance project as a Designated Project, and has
the right to earn a 70% interest by sole funding and completing a
feasibility study for the project.
“The SAA expands Barrick’s exploration footprint
in the Guiana Shield, a significantly underexplored region and one
of the most prospective in the world for large scale gold
discoveries. The Alliance will seek to identify and acquire
properties that have the potential to yield discoveries consistent
with Barrick’s definition of Tier 1 mines, leveraging Reunion’s
capabilities and proven track record in the region, combined with
Barrick’s experience at advancing and developing world-class
assets,” says Barrick president and CEO Mark Bristow.
Concurrent with the formation of the SAA,
Barrick has amended and restated its subscription agreement with
Reunion dated December 13, 2018 in connection with a private
placement offering by Reunion of up to C$15,000,000. Pursuant to
the Amended and Restated Subscription Agreement, Barrick has agreed
to acquire up to 35,700,000 common shares of Reunion at a price of
C$0.15 per share. The aggregate consideration to be paid by Barrick
in the offering is up to C$5,355,000. The Reunion offering is
expected to close on or about February 6, 2019, subject to certain
conditions including receipt of TSX Venture acceptance of the
private placement.
As a result of its additional investment,
Barrick will own a total of up to 83,700,000 Reunion shares,
increasing its interest in Reunion from approximately 15.0% to
approximately 19.9% of Reunion's issued and outstanding common
shares, determined on a non-diluted basis after giving effect to
the offering. In connection with the entering into of the Alliance,
Barrick will exercise its right under the Investor Rights Agreement
between Barrick and Reunion dated December 1, 2017 to nominate one
director to Reunion's board of directors.
Under the terms of the Investor Rights Agreement
entered into in connection with Barrick’s initial investment in
Reunion on December 1, 2017, so long as Barrick holds more than 10%
of the then issued and outstanding shares of Reunion, Barrick will,
among other things, have the right to participate in future equity
financings by Reunion to maintain its proportionate interest at the
time of such financing and will have the right to assign one or
more geologists to work full time on any or all of Reunion’s
mineral projects.
Barrick and Reunion have amended the terms of
the Investor Rights Agreement so that Barrick's right of first
refusal in connection with the sale by Reunion of any interest in
any of Reunion’s mineral projects is now limited to a right of
first refusal in connection with the sale by Reunion of the
projects subject to the Alliance as well as the Dorlin, Haute Mana
and Boulanger projects. Barrick may exercise its right of first
refusal regardless of its ownership interest in Reunion's common
shares.
An early warning report will be filed by Barrick
in accordance with applicable securities laws. To obtain a copy of
the early warning report, please contact Kathy du Plessis, whose
contact details are included below.
Reunion is an exploration and development
company focused on acquiring, exploring and developing gold
projects in the highly prospective Guiana Shield of South America.
Barrick holds its Reunion common shares for investment purposes.
Depending on market conditions and other factors, including
Reunion’s business and financial condition, Barrick may, subject to
the Investor Rights Agreement, acquire additional common shares or
other securities of Reunion or dispose of some or all of the common
shares or other securities of Reunion that it owns at such
time.
Barrick is a senior gold mining company
organized under the laws of the Province of British Columbia.
Barrick’s corporate office is located at Brookfield Place, TD
Canada Trust Tower, Suite 3700, 161 Bay Street, P.O. Box 212,
Toronto, Ontario M5J 2S1. Reunion’s head office is located at
Brookfield Place, Suite 440, 181 Bay Street, Toronto, Ontario
M5J 2T3.
Enquiries:
President and CEOMark Bristow+1 647 205 7694+44
788 071 1386
Senior Executive Vice President and Chief Financial
OfficerGraham Shuttleworth+44 1534 735 333+44 779 771 1338
Investor & Media RelationsKathy du
Plessis+44 20 7557 7738Email: barrick@dpapr.com
Website: www.barrick.com
Cautionary Statement on Forward-Looking
Information
The information in this news release has been
prepared as at February 4, 2019. Certain information contained in
this news release, including any information relating to the
Reunion offering constitutes “forward-looking statements”. All
statements, other than statements of historical fact, are
forward-looking statements. The words “may”, “will” and similar
expressions identify forward-looking statements. In particular,
this news release contains forward-looking statements including,
without limitation, with respect to the anticipated completion of
the offering by Reunion, acquisition of Reunion shares by Barrick
in the offering and Barrick’s acquisition or disposition of
securities of Reunion in the future, and the potential exploration,
development and mining of certain mineral projects by the Alliance.
Forward-looking statements are necessarily based upon a number of
assumptions, including material assumptions considered reasonable
by Barrick as at the date of this news release in light of
management’s experience and perception of current conditions and
expected developments, and are inherently subject to significant
business, economic, and competitive uncertainties and
contingencies.
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 not to put undue reliance on forward-looking
statements which are not guarantees of future events, and speak
only as of the date made. All of the forward-looking statements
made in this news 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 SEC and Canadian
provincial securities regulatory authorities for a more detailed
discussion of some of the factors underlying forward-looking
statements.
Barrick 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.
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