Teranga Gold Corporation ("
Teranga" or the
"
Company") (TSX:TGZ) (ASX:TGZ) announces that it
has applied to the Australian Securities Exchange (the
"
ASX") for the removal of the Company from the
official list of the ASX ("
Official List") under
ASX Listing Rule 17.11.
Subject to ASX approval, the Company expects
that trading in its CHESS Depositary Interests
("CDIs") will be suspended on the ASX on or around
the close of trading on September 8, 2017 ("Suspension
Date"), and the delisting will take place on or around
September 14, 2017 ("Delisting
Date").
The Company is currently listed on two
securities exchanges – the ASX and the Toronto Stock Exchange (the
"TSX"). Following the expected delisting from the
Official List of the ASX, Teranga will be removed from the Official
List and its CDIs will no longer be tradeable on the ASX. The
Company’s common shares ("Shares") will continue
to be listed on the TSX.
Reasons for Delisting
After a review of trading on both the ASX and
TSX, the board of directors of Teranga has come to the conclusion
that Teranga’s continued listing on the ASX is no longer in the
best interest of the Company and its shareholders, and is therefore
requesting approval to delist.
The decision to delist is based on the
progressive decline in average daily trading volume of its
securities listed on the ASX compared to the TSX. For the
first six months of 2017, only 4% of total volume traded on both
exchanges was executed on the ASX compared to 96% on the TSX. Since
Teranga commenced trading on the ASX in December 2010, the
percentage of total issued capital held on the Australian register
has reduced from 67% to 11% as of June 30, 2017, whereas 89% of the
Company’s total issued capital is held on the TSX. The TSX is the
primary exchange for Teranga’s shares. As a result, the Company has
concluded that the ongoing administrative and compliance costs
required to maintain a secondary listing on the ASX outweigh the
benefits.
Delisting Process
The Company has been advised by the ASX on an
in-principle basis that it will accept a formal application from
the Company to be removed from the Official List subject to
satisfaction of various conditions, including that the full terms
of the ASX’s in-principle decision is released on the ASX when a
formal application for delisting is made. The full terms of the
ASX’s in-principle decision (including the conditions to be
satisfied for delisting) is set out in Appendix 1.
Options for CDI Holders
On or around July 31, 2017 the Company will send
each CDI holder a letter which will provide specific instructions
and details regarding the following options relating to their CDIs
under the delisting process:
Option 1) |
Sell their CDIs on the
ASX prior to the close of trading on the Suspension Date; |
|
|
Option 2) |
Elect to convert their
CDIs into Shares with the option to have them issued into the
Canadian |
|
Depository for
Securities or the Canadian register in Direct Registration System
form, by the |
|
Delisting Date for
trading on the TSX; |
|
|
Option 3) |
Elect to participate in
a Voluntary Sale Facility established by Teranga to enable CDI
holders |
|
to sell the Shares
underlying their CDIs on the TSX by the broker appointed by Teranga
for a |
|
period of two months
commencing on or around September 21, 2017, following the date
of |
|
Teranga's removal from
the Official List which is expected on or around September 14,
2017; |
|
or |
|
|
Option 4)
|
If CDI holders do
nothing, the Shares underlying their CDIs will be sold through
a |
|
Compulsory Sale Process
by the broker appointed by Teranga following the close of
the |
|
Voluntary Sale
Facility. |
Indicative Dates for the Delisting Process
All dates are Perth, Australia dates, which are
subject to ASX approval and subject to change.
Date |
Event |
July 31, 2017 |
Send each CDI holder a letter providing an overview of the
delisting process |
|
and instructions on the options available. |
September 8, 2017 |
Suspension Date – Effective date of suspension in trading of CDIs
on the |
(at close of trading) |
ASX. |
September 14, 2017 |
Delisting Date – Effective date of removal of Teranga from the
Official List of |
(at close of trading) |
the ASX. Last date for CDI holders to elect to convert CDIs into
Shares. |
September 21, 2017 |
Opening date of the Voluntary Sale Facility. |
November 23, 2017 |
Closing date of the Voluntary Sale Facility. |
November 24, 2017 |
Opening date of the Compulsory Sale Process. |
December 8, 2017 |
Closing date of the Compulsory Sale Process. |
Canaccord Genuity Corp. has been appointed
to act as the broker for Teranga for the Voluntary Sale Facility
and the Compulsory Sale Process.
Forward-Looking Statements
This press release contains certain statements
that constitute forward-looking information within the meaning of
applicable securities laws ("forward-looking statements"), which
reflects management's expectations regarding Teranga's future
growth, results of operations (including, without limitation,
future production and capital expenditures), performance (both
operational and financial) and business prospects (including the
timing and development of new deposits and the success of
exploration activities) and opportunities. Wherever possible, words
such as “belief”, “believe”, “expects” or “expected” “estimates”,
“plans”, “anticipated”, “ability” and similar expressions or
statements that certain actions, events or results “should”, or
"will" have been used to identify such forward looking information.
Forward-looking statements include, without limitation, all
disclosure regarding possible events, conditions or results of
operations, future economic conditions and anticipated courses of
action. Although the forward-looking statements contained in this
press release reflect management's current beliefs based upon
information currently available to management and based upon what
management believes to be reasonable assumptions, Teranga cannot be
certain that actual results will be consistent with such forward
looking statements. Such forward-looking statements are based upon
assumptions, opinions and analysis made by management in light of
its experience, current conditions and its expectations of future
developments that management believe to be reasonable and relevant
but that may prove to be incorrect. These assumptions include,
among other things, the ability to obtain any requisite
governmental approvals, the accuracy of mineral reserve and mineral
resource estimates, gold price, exchange rates, fuel and energy
costs, future economic conditions, the ability to resettle the
community within anticipated timeline, anticipated future estimates
of free cash flow, and courses of action. Teranga cautions you not
to place undue reliance upon any such forward-looking
statements.
The risks and uncertainties that may affect
forward-looking statements include, among others: the inherent
risks involved in exploration and development of mineral
properties, including government approvals and permitting, changes
in economic conditions, changes in the worldwide price of gold and
other key inputs, changes in mine plans and other factors, such as
project execution delays, many of which are beyond the control of
Teranga, as well as other risks and uncertainties which are more
fully described in Teranga's Annual Information Form
dated March 29, 2017, and in other filings of Teranga with
securities and regulatory authorities which are available
at www.sedar.com. Teranga does not undertake any obligation to
update forward-looking statements should assumptions related to
these plans, estimates, projections, beliefs and opinions change.
Nothing in this report should be construed as either an offer to
sell or a solicitation to buy or sell Teranga securities. All
references to Teranga include its subsidiaries unless the context
requires otherwise.
About Teranga
Teranga is a multi-jurisdictional West African
gold company focused on production and development as well as the
exploration of more than 5,000km2 of land located on prospective
gold belts. Since its initial public offering in 2010, Teranga has
produced more than 1.2 million ounces of gold from its operations
in Senegal, which as of June 30, 2017 had a reserve base of 2.7
million ounces of gold. Focused on diversification and
growth, the Company is advancing its Banfora development project
and conducting extensive exploration programs in three countries:
Senegal, Burkina Faso and Côte d’Ivoire. Teranga has a strong
balance sheet and the financial flexibility to grow its
business.
Steadfast in its commitment to set the benchmark
for responsible mining, Teranga operates in accordance with the
highest international standards and aims to act as a catalyst for
sustainable economic, environmental, and community development as
it strives to create value for all of its stakeholders. Teranga is
a member of the United Nations Global Compact and a leading member
of the multi-stakeholder group responsible for the submission of
the first Senegalese Extractive Industries Transparency Initiative
revenue report. The Company's responsibility report, is available
at www.terangagold.com/responsibilityreport and is prepared in
accordance with its commitments under the United Nations Global
Compact and in alignment with the Global Reporting Initiative
guidelines.
|
APPENDIX 1 |
DECISION |
|
1.1. The Company sends
written or electronic communication to all security holders whose
securities are held on the Company’s Australian register, in form
and substance satisfactory to ASX, setting out: |
1.1.1.
the nominated time and date at which the entity will be removed
from the ASX official list and that: |
a) if they wish to sell their securities on ASX, they will
need to do so before then; and |
b) if they don’t, thereafter they will only be able to sell
the underlying securities on-market on the Toronto Stock Exchange
(“TSX”); |
1.1.2. generally what they will need to do if they wish to
sell their securities on TSX; and |
1.1.3. specifically, if their securities are traded on ASX in
the form of CHESS Depositary Interests (“CDIs”): |
a)
the steps they must take to convert their CDIs to the underlying
securities before they are able to sell them on the other exchange
or exchanges where the entity is listed; and |
b)
the steps that will be taken by the CHESS Depositary Nominee if
they do not convert their CDIs to the underlying securities by a
nominated date. |
1.2. The removal shall not take place any earlier than one
month after the date the information in Resolution 1.1 has been
sent to security holders. |
1.3. The Company releases the full terms of this decision to
the market upon making a formal application to ASX to remove the
Company from the official list of ASX. |
|
Contact Information
Richard Young
President & CEO
T: +1 416-594-0000 | E: ryoung@terangagold.com
Trish Moran
Head of Investor Relations
T: +1 416-564-4290 | E: tmoran@terangagold.com