Teranga Gold Announces Tablo Corporation’s Intention to Acquire Up To 5% Pursuant to Normal Course Purchase Exemption
November 17 2017 - 9:38AM
Teranga Gold Corporation ("
Teranga" or the
"
Company") (TSX:TGZ) and Tablo Corporation
(“
Tablo”), Teranga’s largest shareholder, today
reported that Tablo has filed an early warning report with the
Canadian Securities Regulatory Authorities announcing its intention
to acquire up to 5% of the Company’s 107,343,902 currently issued
and outstanding common shares (the “
Shares”) over
the next twelve months in reliance on the normal course purchase
exemption (the “
NCPE”) pursuant to National
Instrument 62-104.
Tablo is controlled by Mr. David Mimran, who is
also a director of the Company. Tablo currently owns and
controls 21,273,600 Shares, representing 19.8% of the issued and
outstanding Shares. The NCPE will not result in shareholder
dilution.
"David is a valued contributor as a director on
Teranga’s board. His intention to increase Tablo’s ownership
is a very clear demonstration of his support for our current
producing mine in Senegal and the growth strategy we are pursuing
to build a multi-asset, mid-tier West African gold producer,”
stated Alan R. Hill, Chairman of Teranga.
Tablo’s intention to exercise the NCPE
necessitated an amendment to the Voting and Investor Rights
Agreement among the Company, Miminvest SA, Mr. Mimran and Tablo
(the “Mimran Group”) executed in October 2015 (the
“Voting Agreement”), which established a cap of
19.9% on the Mimran Group’s equity ownership position in the
Company. The revised Voting Agreement provides for the
following amendments: (i) extending its term for a further two
years, expiring October 15, 2020; (ii) authorizing Tablo to
increase its equity ownership position in Teranga from 19.9% to
29.9% (the “Share Ownership Cap”); and (iii)
offering Mr. Mimran the right to nominate an additional director
nominee to the board once and for so long as Tablo has acquired an
ownership position of 25% or more in the Company’s Shares.
Tablo’s rights to acquire Shares up to the Share
Ownership Cap are subject to compliance with applicable Canadian
securities laws and include the following terms:
- up to 5% of the Teranga’s Shares, may be acquired by Tablo over
the next twelve months under the NCPE; and
- a subsequent amount to be acquired up to the Share Ownership
Cap in a manner and timing to be determined by the board of
directors of Teranga.
All other terms of the Voting Agreement,
including voting restrictions as well as pro-rata equity
participation rights for Tablo and Mr. Mimran, remain unchanged and
will continue to apply for the benefit of both parties through the
extended term.
All of the foregoing references to percentages
of issued and outstanding Shares refer to issued and outstanding
Shares calculated on a non-diluted basis.
Copies of Tablo’s press release, early warning
report, and amended Voting Agreement have been filed on SEDAR at
www.sedar.com.
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 1.3 million ounces of gold from its
operations in Senegal. Focused on diversification and growth,
the Company is advancing its Banfora development project, and is
conducting extensive exploration programs in three countries:
Burkina Faso, Senegal and Côte d’Ivoire. As at June 30, 2017,
Teranga has a reserve base of nearly 4.0 million ounces of gold, 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 prepared in accordance with its
commitments under the United Nations Global Compact and in
alignment with the Global Reporting Initiative guidelines.
Contact Information
Richard Young President & CEO T: +1
416-594-0000 | E: ryoung@terangagold.com
Trish MoranHead of Investor RelationsT: +1
416-607-4507 | E: tmoran@terangagold.com