AngloGold Ashanti Limited
(Incorporated in the Republic of South
Africa)
Reg. No. 1944/017354/06
ISIN: ZAE000043485 – JSE share code: ANG
CUSIP: 035128206 – NYSE share code: AU
("AngloGold Ashanti", "AGA" or "Company")
JOHANNESBURG, July 13, 2021 /CNW/ - AngloGold Ashanti
Limited ("AngloGold Ashanti" or the "Company") is
pleased to announce that a non-binding proposal (the
"Proposal") has been submitted to the Board of Directors of
Corvus Gold Inc. ("Corvus") under which its direct wholly
owned subsidiary, AngloGold Ashanti Holdings plc ("AGAH"),
would be willing to acquire for cash all of the issued and
outstanding common shares of Corvus ("Corvus share(s)")
which the Company does not already beneficially own (the
"Proposed Transaction").
AngloGold Ashanti currently holds a 19.5% indirect interest in
Corvus, which is incorporated in British
Columbia, Canada and listed on the Toronto Stock Exchange
("TSX") and NASDAQ. Corvus owns North Bullfrog, Mother Lode
and other exploration assets located in southern Nevada's Beatty District, which are in close proximity
to, or contiguous with, AngloGold Ashanti's exploration assets of
Silicon, Transvaal and Rhyolite.
Christine Ramon, AngloGold
Ashanti's Interim Chief Executive Officer, said: "The Proposal
is fully aligned to our strategy of growing Ore Reserve, building
low-cost production and generating sustainable returns. We have a
unique opportunity to combine Corvus' assets with our own – in the
world's top-ranked mining jurisdiction – to create a meaningful new
production base for AngloGold Ashanti in the medium and longer
term."
The combination of Corvus' and AngloGold Ashanti's Nevada assets further consolidates one of the
largest new gold districts in Nevada and provides the opportunity for
AngloGold Ashanti to establish, in the medium and longer term, a
meaningful, low-cost, long-life production base in a premier mining
jurisdiction. Consolidation of the Beatty District has the potential for
significant synergies from economies of scale and integrated
infrastructure including processing facilities. The combined asset
base allows for streamlined engagement with federal, state and
local stakeholders to advance and achieve shared sustainability
goals and other district benefits, such as opportunities to
design projects incorporating renewable energy, as well as develop
conservation and other local projects in conjunction with the
Beatty community.
AngloGold Ashanti has a long track record of operating gold
mines in the United States, where
it operated the Cripple Creek & Victor mine in
Colorado from acquisition in 1999
through to its sale to Newmont Corporation in 2015 and the Jerritt
Canyon Gold mine in Nevada from
acquisition in 1999 through to its sale in 2003 and where it is
still conducting closure monitoring activities at the
Big Springs mine in Nevada
that was closed in 1994. The Company has a North American regional
office in Denver, Colorado, from
where it manages its U.S. business interests as well as a global
greenfield exploration portfolio, including its portfolio in the
United States.
The Proposal follows the announcement by Corvus on 6 May 2021 that it had entered into a
US$20 million unsecured loan and guaranty agreement (the
"Loan Agreement") with AngloGold
Ashanti North America Inc., an indirect wholly owned
subsidiary of AngloGold Ashanti. As a result of the Loan Agreement,
AngloGold Ashanti was granted an initial exclusivity period of 90
days, during which the Company was allowed to conduct a detailed
due diligence exercise on Corvus and its key assets. Under the
terms of the Loan Agreement, the initial exclusivity period would
be extended by a further 30 days in the event AngloGold Ashanti
submits a letter of intent or proposal.
Proposal
AngloGold Ashanti proposes that AGAH will acquire all of the
issued and outstanding Corvus shares (other than the Corvus shares
currently beneficially owned by the Company) in exchange for
consideration of C$4.00 per Corvus
share (the "Offer Price"), payable in cash. The Offer Price
represents a premium of approximately 55% to the undisturbed price
of C$2.58 per Corvus share on
5 May 2021, prior to the announcement
of the Loan Agreement, a premium of approximately 23% to the
closing price per Corvus share prior to the submission of the
Proposal and a premium of approximately 20% to the last 10-day
volume weighted average price of Corvus shares on the TSX. Based
upon the Offer Price, AngloGold Ashanti estimates that the total
cash consideration payable to shareholders (other than AngloGold
Ashanti) for the Proposed Transaction is approximately US$370 million (inclusive of payments in respect
of Corvus' outstanding options).
AngloGold Ashanti is required under applicable laws and
regulations to publicly file the Proposal to Corvus in the United States. The Company is focused on
working closely with Corvus' Board of Directors and management in a
friendly manner to agree the terms of, and implement, the Proposed
Transaction.
Following the submission of the Proposal, AngloGold Ashanti
expects to engage with Corvus' Board of Directors regarding the
Proposed Transaction and in parallel complete certain limited
confirmatory due diligence relating to Corvus and its assets. The
Company has completed all technical, legal and financial due
diligence that would impact the value of the Proposal.
AngloGold Ashanti expects to structure the Proposed Transaction
as a plan of arrangement in accordance with Canadian corporate law.
Following the support and recommendation of the Board of Corvus,
this will require that shareholders of Corvus vote in favour of the
Proposed Transaction. In order to become effective, the plan of
arrangement will also be subject to Canadian court approval.
Shareholders will be kept updated in this regard.
Required Early Warning Report and Other Regulatory
Information
As of the date hereof, AngloGold Ashanti, and its affiliates and
associates, have beneficial ownership and control of 24,774,949
Corvus shares, representing approximately 19.5% of the issued and
outstanding Corvus shares. The head office of AngloGold Ashanti is
76 Rahima Moosa Street, Newtown,
Johannesburg, 2001, South Africa. The head office of Corvus is
1750 – 700 West Pender Street, Vancouver,
British Columbia, Canada. An early warning report will be
filed by AngloGold Ashanti with applicable Canadian securities
regulatory authorities and will be available on Corvus' SEDAR
profile at www.sedar.com or may be obtained from the Company by
contacting AngloGold Ashanti Investor Relations at
investors@anglogoldashanti.com. In addition, a statement on
Schedule 13D will also be filed with the U.S. Securities and
Exchange Commission and will be available on Corvus' EDGAR profile
at www.sec.gov.
JSE Sponsor
The Standard Bank of South Africa Limited
Financial Adviser
RBC Capital Markets
Canadian Legal Counsel
Stikeman Elliott LLP
U.S. Legal Counsel
Cravath, Swaine & Moore LLP and Hogan Lovells US LLP
Certain statements contained in this document, other than
statements of historical fact, including, without limitation, those
concerning the economic outlook for the gold mining industry,
expectations regarding gold prices, production, total cash costs,
all-in sustaining costs, all-in costs, cost savings and other
operating results, return on equity, productivity improvements,
growth prospects and outlook of AngloGold Ashanti's operations,
individually or in the aggregate, including the achievement of
project milestones, commencement and completion of commercial
operations of certain of AngloGold Ashanti's exploration and
production projects and the completion of acquisitions,
dispositions or joint venture transactions, AngloGold Ashanti's
liquidity and capital resources and capital expenditures and the
outcome and consequence of any potential or pending litigation or
regulatory proceedings or environmental health and safety issues,
are forward-looking statements regarding AngloGold Ashanti's
operations, economic performance and financial condition. These
forward-looking statements or forecasts involve known and unknown
risks, uncertainties and other factors that may cause AngloGold
Ashanti's actual results, performance or achievements to differ
materially from the anticipated results, performance or
achievements expressed or implied in these forward-looking
statements. Although AngloGold Ashanti believes that the
expectations reflected in such forward-looking statements and
forecasts are reasonable, no assurance can be given that such
expectations will prove to have been correct. Accordingly, results
could differ materially from those set out in the forward-looking
statements as a result of, among other factors, changes in
economic, social and political and market conditions, the success
of business and operating initiatives, changes in the regulatory
environment and other government actions, including environmental
approvals, fluctuations in gold prices and exchange rates, the
outcome of pending or future litigation proceedings, any supply
chain disruptions, any public health crises, pandemics or epidemics
(including the COVID-19 pandemic), and other business and
operational risks and other factors, including mining accidents.
For a discussion of such risk factors, refer to AngloGold Ashanti's
annual report on Form 20-F for the year ended 31 December 2020, filed with the United States
Securities and Exchange Commission (SEC). These factors are not
necessarily all of the important factors that could cause AngloGold
Ashanti's actual results to differ materially from those expressed
in any forward-looking statements. Other unknown or unpredictable
factors could also have material adverse effects on future results.
Consequently, readers are cautioned not to place undue reliance on
forward-looking statements. AngloGold Ashanti undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events, except to the extent required by applicable law. All
subsequent written or oral forward-looking statements attributable
to AngloGold Ashanti or any person acting on its behalf are
qualified by the cautionary statements herein.
The information contained in this announcement has not been
reviewed or reported on by AngloGold Ashanti's external
auditors.
Non-GAAP financial measures
This communication may contain certain "Non-GAAP"
financial measures. AngloGold Ashanti utilizes certain Non-GAAP
performance measures and ratios in managing its business. Non-GAAP
financial measures should be viewed in addition to, and not as an
alternative for, the reported operating results or cash flow from
operations or any other measures of performance prepared in
accordance with IFRS. In addition, the presentation of these
measures may not be comparable to similarly titled measures other
companies may use.
Incorporated in the Republic of South Africa Reg No:
1944/017354/06
ISIN: ZAE000043485 – JSE share code: ANG CUSIP: 035128206 – NYSE
share code: AU
Website: www.anglogoldashanti.com
SOURCE AngloGold Ashanti Limited