[ad_1]
TORONTO, June 19, 2019 – GLOBE NEWSWIRE – Barrick Gold Corporation (NYSE: GOLD) (TSX: ABX) ("Barrick"or the"Business") Provides today the following new update regarding Acacia Mining plc ("Acacia").
Barrick notes Bloomberg's article of June 18, 2019 (the "Article") and confirms its proposal to engage intensively with Acacia's minority shareholders in the coming weeks. As stated in the article, these discussions will be based on the proposal set out in the May 21 Barrick announcement (the "Proposal") and will provide an update on the situation in Tanzania and a review of Acacia's mine plans that together support Barrick's view that the proposal represents fair value (as defined in the Barrick announcement of June 18). However, nothing in the article should be considered as a statement of absence of increase for the purposes of Rule 32.2 of the Code.
Takeover Notes
The proposal is subject to the satisfaction of a number of customary conditions, including the receipt of Acacia's recommendation. Barrick reserves the right to waive any or all of these conditions at its discretion. The proposal is neither an offer nor an obligation for Barrick to make an offer. There can be no certainty that an offer for Acacia will ultimately take place, nor as to the structure of such an offer, if any, even if the prerequisites are met or canceled. Barrick reserves the right to: (a) change the form and / or combination of counterparties referred to in this press release and / or introduce other forms of consideration; and (b) make an offer or proposal on terms less favorable than an exchange ratio of 0.153 Barrick shares for each Acacia common share mentioned in this news release together with the agreement. , the recommendation or the consent of the Board of Directors of Acacia.
Barrick will have the right to reduce the number of new Barrick Shares that Acacia's minority shareholders will receive pursuant to the Proposal by the amount of any dividend (or other distribution) declared, paid or made by Acacia to the Shareholders of Acacia.
This announcement does not constitute a firm intention to make an offer under Code Rule 2.7, which governs the bids of public companies listed in the United Kingdom. There can be no certainty that an offer is made, even if the aforementioned preconditions are met or canceled.
In accordance with Rule 2.6 (a) of the Code, Barrick must, at the latest, at 5 pm on July 9, 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 considered a statement to which Rule 2.8 of the Code applies. This period will only be extended with the agreement of the UK Takeover Board in accordance with Code Rule 2.6 (c).
Publication on the website
A copy of this announcement will be published (subject to certain restrictions applicable to persons residing in restricted jurisdictions) on www.barrick.com by noon (London time) on June 19, 2019 (the next business day). next workable). this announcement) in accordance with Rule 26.1 (a) of the Code. The content of the website referred to in this announcement is not part of this announcement and is not part of it.
Overseas Jurisdictions
Publication, publication or dissemination of this announcement in countries other than the United Kingdom may be restricted by law. Therefore, all persons subject to third country legislation other than the United Kingdom must be aware of and comply with applicable requirements. . The information disclosed in this announcement may not be the same as the information that would have been disclosed if the ad had been prepared in accordance with the laws of the United Kingdom.
The Barrick shares mentioned in this announcement (the "stock") 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 an offer to purchase Shares in the United States. Accordingly, the Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, to the United States or the United States without registration under the Securities Act or a waiver thereof. or by the sale of the shares. in any jurisdiction in which such an offer, solicitation or sale would be lawful.
Caution regarding forward-looking information
Certain information contained or incorporated by reference in this press release, including any information relating to our future strategy, plans, projects or financial or operating results, constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "will", "involve", "could", "possible", "seek", "propose", "may", "may", "should", "could", "could", and similar expressions identify forward-looking statements. This news release includes, in particular, forward-looking statements with respect to the growth, results of operations, performance, business prospects and future opportunities of Barrick and Acacia, including gold production from the Acacia mines; Proposal; integration of Acacia's operations with Barrick's existing operations; the impact of the proposal on the financial situation of Barrick and Acacia; the impairment charges to be recorded by Barrick; and the outlook for the respective Barrick and Acacia operations and the gold mining sector generally, based on currently available information. These expectations may not be appropriate for other purposes.
Forward-looking statements are necessarily based upon a number of estimates and assumptions, including significant estimates and assumptions about the factors set out below, which, while considered reasonable by the Company as of the date hereof of this press release, take into account management's experience and perception of current conditions and expected developments are inherently subject to significant business, economic and competitive uncertainties and uncertainties. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements, and such statements and information should not be unduly relied upon. These factors include, but are not limited to: expectations regarding the formal announcement of the proposal, including compliance with the prerequisites for the formal announcement of the proposal, and the schedule for an official announcement ; expectations regarding the completion of the proposal, including the fulfillment of the conditions necessary for its completion and the timetable for its completion; projects, prospects and business performance, growth potential, financial strength, market profile, products, working capital, capital expenditures, valuation of investments, revenues, margins, access to capital and the overall strategy of the combined company; expectations regarding the receipt of required regulatory and third party approvals and the expiry of all relevant waiting periods; the expected number of Barrick Common Shares to be issued pursuant to the Proposal, the total expected capitalization of Barrick on a consolidated basis as a result of the Proposal and the ratio of Barrick Common Shares to be held by the shareholders of Barrick and the shareholders of Acacia, respectively, the proposal; the expected benefits of the proposal; expectations regarding the value and nature of the consideration payable to Acacia shareholders as a result of the proposal; Barrick's proposed mineral reserves after the completion of the proposal; and the costs of the proposal; fluctuations in spot and forward prices for gold, copper and certain other products (such as silver, diesel fuel, natural gas and electricity); the speculative nature of exploration and development of minerals; changes in the performance of mining production, exploitation and exploration success; the risks associated with early-stage projects for which further technical analysis and analysis is needed to fully assess their impact; the duration of Tanzania's ban on exports of mineral concentrates; the final terms of any final agreement to resolve the dispute over the imposition of the ban on the export of concentrates and the Tanzanian government's allegations that Acacia allegedly under-reported the metal content of concentrate exports from Tanzania and related issues; decrease in quantities or categories of reserves; increased costs, delays, suspensions and technical problems related to the construction of capital projects; operational or technical difficulties related to extraction or enhancement activities, including geotechnical problems and disruptions in the maintenance or provision of infrastructure and technology systems; Information required; non-compliance with environmental, health and safety laws and regulations; the timing of receipt or non-compliance of necessary permits and approvals; the impact of overall liquidity and credit availability on the timing of cash flows and the value of assets and liabilities based on projected future cash flows; adverse changes in our credit ratings; the impact of inflation; fluctuations in foreign exchange markets; changes in legislation, taxation, controls or regulations of national and local governments and / or changes in the application of laws, policies and practices, the expropriation or nationalization of properties and political or economic developments in Tanzania and in other jurisdictions in which the Company or its affiliates or may engage in future business; lack of certainty regarding foreign legal systems, corruption and other factors inconsistent with the rule of law; damage to the Company's reputation due to the actual or suspected occurrence of a number of events, including negative publicity about the Company's treatment of environmental issues or relationships with community groups, and they are true or not; the possibility that future exploration results may not be in line with the Company's expectations; risks that exploration data are incomplete and that considerable additional work may be required to carry out further assessment, including drilling, engineering and socio-economic studies, and investments; risk of loss resulting from acts of war, terrorism, sabotage and civil unrest; litigation and judicial and administrative proceedings; challenges to title deeds, particularly on undeveloped properties, or access to water, electricity and other required infrastructure; business opportunities that may be presented to or sought by the Company; our ability to successfully integrate acquisitions or divestitures; the risks associated with working with jointly controlled asset partners; employee relations, including the loss of key employees; increased costs and physical risks, including extreme weather events and resource shortages, related to climate change; the availability and increase of costs associated with the inputs and labor of the mining industry. In addition, exploration, development and mining activities involve risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, collapses, floods and other hazards. gold ingots, copper cathodes or concentrates of gold or copper. losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks).
Many of these uncertainties and contingencies may affect our actual results and cause actual results to differ materially from those expressed or implied by the forward-looking statements made by us or on their behalf. Readers are cautioned that forward-looking statements are not guarantees of future performance. All forward-looking statements made in this press release are qualified by these cautionary statements. Reference is made to the most recent Form 40 – Annual Information Form / Annual Information Form filed by the United States Securities and Exchange Commission ("SECONDTo the provincial securities regulators in Canada for a more detailed analysis of some of the factors underlying the forward-looking statements and the risks that could affect Barrick's ability to meet the expectations set out in the forward-looking statements contained in this report. 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 law.
Endnotes
- In Acacia's 2018 Annual Report, Acacia has identified certain measures in its public disclosures that are not defined by IFRS. The 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 of assessing Acacia's financial position and results of operations. They reflect more relevant measures for the sector in which Acacia operates. These measures are non-IFRS compliant and not substitutable and may be different or inconsistent with non-IFRS financial measures used by other companies. "All-in sustaining costs" (AISC) per ounce are one of the non-IFRS financial measures described by Acacia. The measure is consistent with the World Gold Council guidelines issued in June 2013. It is calculated by taking cash cost per ounce sold (defined below) and adding administrative costs, share-based payments, surrender costs refurbishment and reclamation for operating mines, social responsibility expenditures, exploration and development costs of the mine, realized gains and / or losses on operating hedges, stripping costs capitalized and underground development and maintenance capital expenditures. This one is then divided by the total number of ounces sold. "Cash cost per ounce sold" is also a non-IFRS financial measure. Cash costs include all costs absorbed in inventories, as well as royalties and taxes on production, and exclude capitalized stripping costs, inventory acquisition adjustments, unrealized gains / losses on inventories foreign exchange contracts other than hedging, depreciation and corporate social responsibility. charges. The cash cost is calculated net of the by-products of the co-product. The cash cost per ounce sold is calculated by dividing the sum of these costs by the total ounces sold. AISC is intended to provide additional information on the total cost of maintenance for each ounce sold, taking into account expenses incurred in addition to direct extraction costs and selling costs.
Source link
