February 4, 2019
All amounts expressed in U.S. dollars unless otherwise indicated
This news release, originally issued at 8:02 a.m. EST, has been updated at 10:33 EST, adding details to the third paragraph.
TORONTO — 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.
President and CEO
Mark Bristow
+1 647 205 7694
+44 788 071 1386
Senior Executive Vice President and Chief Financial Officer
Graham Shuttleworth
+44 1534 735 333
+44 779 771 1338
Investor and Media Relations
Kathy du Plessis
+44 20 7557 7738
Email: [email protected]
Website: www.barrick.com
Cautionary Statements Regarding Preliminary Full Year and Fourth Quarter Production, Sales, and Costs for 2018, and 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.