T EC K U N D E R P R E SSU R E F RO M E S G I N V E ST O R S / 6 Geotech_Earlug_2016_Alt2.pdf 1 2016-06-24 4:27:20 PM
MINING & EXPLORATION IN
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SSR Mining and Alacer Gold to merge in all-share deal M&A
| Combination creates ‘leading intermediate gold producer’ BY TRISH SAYWELL
E The Doris camp at TMAC Resources’ Hope Bay gold project in Nunavut. TMAC RESOURCES
Shandong Gold to buy TMAC Resources for US$149M M&A
| State-owned Chinese miner adds Hope Bay to its portfolio
BY TRISH SAYWELL
I
tsaywell@northernminer.com
n the latest Chinese acquisition of a Canadian gold miner, Shandong Gold is buying TMAC Resources (TSX: TMAC) and its Hope Bay gold project in Nunavut for US$149 million. The news follows Zijin Mining’s acquisition of Continental Gold in March for C$1.3 billion and a bid from Silvercorp Metals (TSX: SVM; NYSE-AM: SVM) for Guyana
Goldfields (TSX: GUY) in April for C$105 million. Under the latest M&A deal, Shandong Gold will pay US$149 million in cash to acquire all of TMAC’s shares for $1.75 per share, and acquire another 12 million shares in a private placement at the same price for a further US$15 million. The offer marks a 52% premium to TMAC’s 20-day volume-weighted average price as of May 6 and the Canadian company’s key shareholders — Resource Capital Funds and
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Newmont (TSX: NEM; NYSE: NEM) support the transaction. RCF and Newmont own a combined 58.6% stake in the company. Jason Neal, TMAC’s president and CEO, was unavailable for an interview to discuss the deal. But in a press release said the transaction with Shandong was the “culmination of the strategic review process” the company announced earlier this year, and noted that the Chinese gold miner “has the financial strength, technical capability and long-term vision to maximize the value of the Hope Bay camp.” Shandong Chairman Chen Yuming, described Hope Bay as a “highly prospective high-grade gold camp which requires substantial investment to optimize production and extend mine life and maximize the value of the camp to the benefit of all stakeholders.” Hope Bay is an 80 km by 20 km Archean greenstone belt that has been explored by BHP, Miramar, Newmont and TMAC over more than 30 years. During that time, more than $1.5 billion has been spent See SHANDONG GOLD / 2
tsaywell@northernminer.com
xecutives at SSR Mining (TSX: SSRM; NASDAQ: SSRM) and Alacer Gold (TSX: ARR; ASX: AQG) started talking about a possible merger of the two companies in November 2019, and completed all of the site visits required and much of the due diligence to make a decision on a transaction before COVID-19-related travel restrictions put an end to international travel. The business combination the two companies announced on May 11 will create an intermediate gold producer, whose mines in the U.S. (Marigold), Canada (Seabee) and Turkey (Copler) will produce 780,000 gold-equivalent oz. per year over the next three years at all-in sustaining costs (AISCs) of US$900 per oz., generating about US$450 million of free cash flow annually — well above the peer group’s annual average of US$275 million, the companies said. “At a time when investors are looking for exposure to rising gold prices, we’re very excited to be creating a larger and more globally relevant company for our current and future shareholders,” Paul Benson, president and CEO of SSR Mining, said on a conference call. “Based on analyst consensus estimates, the combined portfolio is forecast to generate an average of US$450 million of free cash flow annually over the next three years, well ahead of the intermediate peerset average and in line with severalmillion ounce producing seniors,” he added. “This cash flow, combined with the approximately US$700 million of cash and marketable securities we have on a pro forma basis, provides us with exceptional financial strength, which will allow us to continue growing and delivering on our share track record of industryleading shareholder returns.” The new company will have a US$4 billion market cap and retain the SSR Mining name. Under the transaction, which is supported by the boards of both companies, Alacer shareholders will receive 0.3246 SSR Mining shares for each Alacer share they hold, valuing Alacer’s shares at $8.19 apiece. Once completed, SRR Mining and Alacer shareholders will collectively own 57% and 43%
PREMIER AND CENTERRA CLASH OVER HARDROCK / 3
of the new company, respectively. Rod Antal, Alacer’s president and CEO, will lead the merged company. “Having worked closely with Rod and his team throughout this process, including mutual site visits earlier this year, I’m confident that we’re bringing together two of the best management teams in the business,” Benson told analysts and investors on the conference call. “Each team has a track record of creating shareholder value through exploration, construction and operation of high-quality mining assets globally.” SSR Mining has three operations: the Marigold mine in Nevada; the Seabee gold operation in Saskatchewan, and the Puna operations in Argentina, which consist of the Chinchillas mine and the Pirquitas property. It also has feasibility stage projects and a portfolio of exploration properties in North and South America. Alacer’s cornerstone asset is its Copler gold mine in Turkey, 1,100 km southeast of Istanbul and 550 km See SSR / 2 PM40069240