TIDMABX TIDMACA
RNS Number : 7634C
Barrick Gold Corporation
19 June 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
Statement re. Acacia Mining plc
Toronto, June 19, 2019 - Barrick Gold Corporation (NYSE: GOLD)
(TSX: ABX) ("Barrick" or the "Company") today provides the
following further update in relation to Acacia Mining plc
("Acacia").
Barrick notes the article by Bloomberg dated 18 June 2019 (the
"Article") and confirms that it is proposing to engage intensively
with Acacia's minority shareholders in coming weeks. As referred to
in the Article, these discussions will be on the basis of the
proposal set out in Barrick's announcement of 21 May (the
"Proposal") and will provide an update on the situation in Tanzania
and a review of Acacia's mine plans which together underpin
Barrick's view that the Proposal represents fair value (as set out
in full in Barrick's announcement of 18 June). However, nothing in
the Article should be considered to be a no increase statement for
the purposes of Rule 32.2 of the Code.
Takeover Code notes
The Proposal is subject to the satisfaction of a number of
customary conditions, including receiving the recommendation of the
Acacia board. Barrick reserves the right to waive all or any of
such conditions at its discretion. The Proposal does not constitute
an offer or impose any obligation on Barrick to make an offer.
There can be no certainty that any offer for Acacia will ultimately
take place, nor as to the structure of any such offer, should one
be forthcoming, even if the pre-conditions are satisfied or waived.
Barrick reserves the right to: (a) vary the form and/or mix of
consideration referred to in this announcement and/or introduce
other forms of consideration; and (b) make an offer or other
proposal on less favourable terms than an exchange ratio of 0.153
Barrick shares for each ordinary share of Acacia referred to in
this announcement with the agreement, recommendation or consent of
the board of Acacia.
Barrick will have the right to reduce the number of new Barrick
shares that Acacia minority shareholders will receive under the
terms of the Proposal by the amount of any dividend (or other
distribution) which is declared, paid or made by Acacia to Acacia
shareholders.
This announcement does not amount to a firm intention to make an
offer under Rule 2.7 of the Code, which regulates the making of
offers for public companies listed in the UK. There can be no
certainty any offer will be made, even if the pre-conditions
referred to are satisfied or waived.
In accordance with Rule 2.6(a) of the Code, Barrick must, by not
later than 5.00 p.m. on 9 July 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 treated as a statement to
which Rule 2.8 of the Code applies. This deadline will only be
extended with the consent of the UK Takeover Panel in accordance
with Rule 2.6(c) of the Code.
Enquiries:
Kathy du Plessis
Barrick Investor and Media Relations
+44 20 7557 7738
barrick@dpapr.com
Website:
www.barrick.com
Publication on Website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.barrick.com no later than 12.00 noon (London
time) on 19 June 2019 (being the business day following the date of
this announcement) in accordance with Rule 26.1(a) of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. The information
disclosed in this announcement may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
The Barrick shares mentioned in this announcement (the "Shares")
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 any offer to buy the Shares in the United States.
Accordingly, the Shares may not be offered, sold, resold,
delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United States absent registration under
the Securities Act or an exemption therefrom, nor shall there by
any sale of the Shares in any jurisdiction in which such offer,
solicitation or sale would be lawful.
Cautionary Statement on Forward-Looking Information
Certain information contained or incorporated by reference in
this press release, including any information as to our strategy,
projects, plans, or future financial or operating performance,
constitutes "forward-looking statements". All statements, other
than statements of historical fact, are forward-looking statements.
The words "will", "imply", "could", "possible", "seek", "propose",
"may", "can", "should", "could", "would", and similar expressions
identify forward-looking statements. In particular, this press
release contains forward-looking statements including, without
limitation, with respect to the future growth, results of
operations, performance, business prospects and opportunities of
Barrick and Acacia, including gold production from Acacia's mines;
the Proposal; the integration of Acacia's business with the
existing operations of Barrick; the impact of the Proposal on the
financial position of Barrick and Acacia; impairment charges to be
recorded by Barrick; and the outlook for Barrick's and Acacia's
respective businesses and the gold mining industry generally based
on information currently available. These expectations may not be
appropriate for other purposes.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions including material estimates and
assumptions related to the factors set forth below that, while
considered reasonable by the Company as at the date of this press
release in light of management's experience and perception of
current conditions and expected developments, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. Known and unknown factors could
cause actual results to differ materially from those projected in
the forward-looking statements, and undue reliance should not be
placed on such statements and information. Such factors include,
but are not limited to: expectations regarding whether the Proposal
will be formally announced including whether the pre-conditions to
formal announcement of the Proposal will be satisfied, and the
anticipated timing of a formal announcement; expectations regarding
whether the Proposal will be completed, including whether any
conditions to completion of the Proposal will be satisfied, and the
anticipated timing for completion; the combined company's future
plans, business prospects and performance, growth potential,
financial strength, market profile, revenues, working capital,
capital expenditures, investment valuations, income, margins,
access to capital and overall strategy; expectations regarding the
receipt of any necessary regulatory and third party approvals and
the expiration of all relevant waiting periods; the anticipated
number of Barrick common shares to be issued as consideration for
the Proposal, the expected total capitalization of Barrick on a
consolidated basis following the Proposal and the ratio of the
Barrick common shares to be held by Barrick shareholders and Acacia
shareholders, respectively, following the Proposal; the anticipated
benefits of the Proposal; expectations regarding the value and
nature of the consideration payable to Acacia shareholders as a
result of the Proposal; the anticipated mineral reserves of Barrick
following completion of the Proposal; and the expenses of the
Proposal; fluctuations in the spot and forward price of gold,
copper, or certain other commodities (such as silver, diesel fuel,
natural gas, and electricity); the speculative nature of mineral
exploration and development; changes in mineral production
performance, exploitation, and exploration successes; risks
associated with projects in the early stages of evaluation, and for
which additional engineering and other analysis is required to
fully assess their impact; the duration of the Tanzanian ban on
mineral concentrate exports; the ultimate terms of any definitive
agreement to resolve the dispute relating to the imposition of the
concentrate export ban and allegations by the Government of
Tanzania that Acacia under-declared the metal content of
concentrate exports from Tanzania and related matters; diminishing
quantities or grades of reserves; increased costs, delays,
suspensions and technical challenges associated with the
construction of capital projects; operating or technical
difficulties in connection with mining or development activities,
including geotechnical challenges and disruptions in the
maintenance or provision of required infrastructure and information
technology systems; failure to comply with environmental and health
and safety laws and regulations; timing of receipt of, or failure
to comply with, necessary permits and approvals; the impact of
global liquidity and credit availability on the timing of cash
flows and the values of assets and liabilities based on projected
future cash flows; adverse changes in our credit ratings; the
impact of inflation; fluctuations in the currency markets;
changes in 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 Tanzania and
other jurisdictions in which the Company or its affiliates do or
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; damage to the Company's
reputation due to the actual or perceived occurrence of any number
of events, including negative publicity with respect to the
Company's handling of environmental matters or dealings with
community groups, whether true or not; the possibility that future
exploration results will not be consistent with the Company's
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; litigation and
legal and administrative proceedings; contests over title to
properties, particularly title to undeveloped properties, or over
access to water, power and other required infrastructure; business
opportunities that may be presented to, or pursued by, the Company;
our ability to successfully integrate acquisitions or complete
divestitures; risks associated with working with partners in
jointly controlled assets; employee relations including loss of key
employees; increased costs and physical risks, including extreme
weather events and resource shortages, related to climate change;
availability and increased costs associated with mining inputs and
labor. In addition, there are risks and hazards associated with the
business of mineral exploration, development and mining, including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins, flooding and gold bullion, copper
cathode or gold or copper concentrate losses (and the risk of
inadequate insurance, or inability to obtain insurance, to cover
these risks).
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 that
forward-looking statements are not guarantees of future
performance. All of the forward-looking statements made in this
press 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 United States Securities and
Exchange Commission ("SEC") and Canadian provincial securities
regulatory authorities for a more detailed discussion of some of
the factors underlying forward-looking statements and the risks
that may affect Barrick's ability to achieve the expectations set
forth in the forward-looking statements contained in 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
applicable law.
Endnotes
1. As per Acacia's 2018 Annual Report, Acacia has identified
certain measures in its public disclosures that are not measures
defined under IFRS. 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 for
assessing Acacia's financial condition and operating results, and
reflects more relevant measures for the industry in which Acacia
operates. These measures are not in accordance with, or a
substitute for, IFRS, and may be different from or inconsistent
with non-IFRS financial measures used by other companies. "All-in
sustaining costs" (AISC) per ounce is one such non-IFRS financial
measure disclosed by Acacia. The measure is in accordance with the
World Gold Council's guidance issued in June 2013. It is calculated
by taking cash cost per ounce sold (defined below) and adding
corporate administration costs, share-based payments, reclamation
and remediation costs for operating mines, corporate social
responsibility expenses, mine exploration and study costs, realised
gains and/or losses on operating hedges, capitalised stripping and
underground development costs and sustaining capital expenditure.
This is then divided by the total ounces sold. "Cash cost per ounce
sold" is also a non-IFRS financial measure. Cash costs include all
costs absorbed into inventory, as well as royalties, and production
taxes, and exclude capitalised production stripping costs,
inventory purchase accounting adjustments, unrealised gains/losses
from non-hedge currency and commodity contracts, depreciation and
amortisation and corporate social responsibility charges. Cash cost
is calculated net of co-product revenue. Cash cost per ounce sold
is calculated by dividing the aggregate of these costs by total
ounces sold. AISC is intended to provide additional information on
the total sustaining cost for each ounce sold, taking into account
expenditure incurred in addition to direct mining costs and selling
costs.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
June 19, 2019 05:52 ET (09:52 GMT)
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