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02|04|2019
Barrick Announces Strategic Alliance and Additional Investment in Reunion Gold Corporation

Press Release

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.

 

Enquiries

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: barrick@dpapr.com

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.

Categories: Press Releases

DISCLAIMER

This web page contains documents relating to the proposed acquisition by Barrick Gold Corporation (“Barrick”) of Newmont Mining Corporation (“Newmont”). By accessing this website, you acknowledge the following:

Additional Information and Where to Find It

Barrick may file a registration statement on Form F-4 containing a prospectus of Barrick with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction or a proxy statement (the “Barrick Proxy”) in connection with Newmont’s special meeting of stockholders. Any definitive proxy statement or final prospectus will be sent to the stockholders of Newmont. Investors and security holders are urged to read the Barrick Proxy, the prospectus and any other relevant document filed with the SEC when they become available, because they will contain important information about Barrick, Newmont and the proposed transaction. The Barrick Proxy, the prospectus and other documents relating to the proposed transaction (if and when they become available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (if and when they become available) can also be obtained free of charge from Barrick by directing a request to Barrick Investor Relations: +1 416 861-9911, toll free (North America) at 1-800-720-7415 and 161 Bay Street, Suite 3700, Toronto, Ontario M5J 2S1, Canada.

Participants in Solicitation

This communication is a not a solicitation of a proxy from any investor or securityholder. However, Barrick and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Newmont stockholders in connection with Newmont’s special meeting of stockholders under the rules of the SEC. Certain information about the directors and executive officers of Barrick may be found in its 2017 Annual Report on Form 40-F filed with the SEC on March 26, 2018. Additional information regarding the interests of these participants will also be included in the proxy statement and the prospectus regarding the proposed transaction if and when they become available. These documents can be obtained free of charge from the sources indicated above.

Non-Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This web page and the documents contained herein contain statements which are, or may be deemed to be, “forward-looking statements” (or “forward-looking information”), under applicable securities laws including for the purposes of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Barrick about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in these communications include statements relating to (i) Barrick’s proposal to merge with Newmont in an all-share transaction, (ii) the expected impact of such a transaction on Barrick and Newmont, including the potential for real pre-tax synergies (and the net present value of any such synergies) as well as effects on and, as applicable, estimates of, Barrick’s portfolio of Tier One gold assets, NAV per share, revenues, Adjusted EBITDA, reserves and resources, market capitalization, trading liquidity, cash flow per share and free cash flow, (iii) Nevada’s position as the most prospective gold region, (iv) creation of the industry’s best gold investment vehicle, and Barrick’s ability to attract gold, generalist and yield-seeking investors, (v) opportunities for employees and other stakeholders, (vi) potential optimization of Barrick’s asset portfolio and the use of proceeds from any rationalization, (vii) the expected timing and scope of such a transaction, including timing and receipt of necessary regulatory approvals and satisfaction of conditions, (viii) Barrick’s future dividend payments or policies, and (ix) other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.

Although Barrick believes that the expectations reflected in such forward-looking statements are reasonable, Barrick can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include: risks relating to Newmont’s response to Barrick’s proposal and Barrick’s ability to engage with Newmont and its board of directors; Barrick and Newmont’s respective credit ratings; local and global political and economic conditions; Barrick’s economic model; liquidity risks; fluctuations in the spot and forward price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity); financial services risk; the risks associated with each of Barrick and Newmont’s brand, reputation and trust; environmental risks; safety and technology risks; the ability to realise the anticipated benefits of the proposed transaction or implementing the business plan for Barrick following such transaction, should it occur, including as a result of a delay in its completion or difficulty in integrating the businesses of the companies involved; risks relating to the ultimate outcome of any possible transaction between Barrick and Newmont, including the possibilities that Newmont will reject a transaction with Barrick or that Barrick will not pursue a transaction with Newmont, the risk that the conditions to completion of the transaction will not be satisfied; the risk that any shareholder approval of the transaction will not be obtained from the relevant shareholders; the risk that required regulatory approvals necessary to complete the transaction will not be obtained, or that conditions will be imposed in connection with such approvals that will increase the costs associated with the transaction or have other negative implications for Barrick following the transaction; the risk that litigation relating to the transaction may be commenced which may prevent, delay or give rise to significant costs or liabilities on the part of Barrick or Newmont; the risk that the focus of management’s time and attention on the transaction may detract from other aspects of the respective businesses of Barrick and Newmont; the risk that a material decrease in the trading price of Barrick common shares may occur; the risk that Barrick may not be able to retain key employees of Newmont following the transaction; the risk that the benefits from the potential transaction (including estimated synergies and savings, years of profitable production in Nevada, premium values and value creation for Newmont and Barrick shareholders and financial benefits from the potential transaction) may not be achieved or, if achieved, will not be achieved on the scale anticipated; changes in or enforcement of 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 Canada, the United States and other jurisdictions in which Barrick and Newmont carry on business or in which Barrick 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; legal or regulatory developments and changes; the outcome of any litigation, arbitration or other dispute proceeding; the impact of any acquisitions or similar transactions; competition and market risks; the impact of foreign exchange rates; pricing pressures; the possibility that future exploration results will not be consistent with 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; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; and business continuity and crisis management. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Barrick nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in these communications will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, Barrick is not under any obligation, and Barrick expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.