Eldorado Gold Corporation (“Eldorado” or “the
Company”) announces that it has closed the previously announced
sale of the Tocantinzinho Project (“TZ”) to G Mining Ventures Corp.
(“GMIN”).
As part of closing, Eldorado and GMIN have
entered into an investor rights agreement (“Investor Rights
Agreement”), which grants Eldorado certain rights for so long as it
maintains 10% ownership of GMIN common shares on an undiluted
basis. The Investor Rights Agreement includes:
- A customary
lockup period until the earlier of (i) two years, and (ii) GMIN
making a positive construction decision on TZ.
- The right for
Eldorado to participate in future equity offerings by GMIN in order
to maintain the greater of 19.9% of GMIN’s share capital and
Eldorado’s pro rata ownership interest prior to the offering.
- Additional
customary rights and restrictions for a transaction of this
nature.
“The sale of TZ provides immediate value for
Eldorado and also allows us to retain meaningful exposure to future
value creation through our equity stake in GMIN,” said George
Burns, Eldorado’s President and Chief Executive Officer. “We
believe the combination of GMIN and the existing local Brazilian
leadership group is the right team to advance the asset
responsibly. We look forward to following and supporting their
success.”
Early Warning Disclosure
Prior to the completion of the sale of TZ to
GMIN, Eldorado did not own any common shares of GMIN. Following
such sale, Eldorado owns 46,926,372 common shares of GMIN,
representing 19.9% of the issued and outstanding common shares of
GMIN, which were issued to Eldorado as partial consideration for
the sale of TZ. Eldorado was also paid upfront consideration of
US$20 million in cash and deferred consideration of US$60 million
in cash to be paid subject to TZ commencing commercial production,
payable on the first anniversary of commercial production
(“Deferred Consideration”). GMIN has the option to defer 50% of the
Deferred Consideration at a cost of US$5 million, in which case
US$30 million is payable upon the first anniversary of the
commencement of commercial production and US$35 million is payable
upon the second anniversary of the commencement of commercial
production. The GMIN common shares issued to Eldorado were issued
at the deemed offer price of C$0.924 for an aggregate deemed value
of US$34.7 million.
Eldorado advises that the securities have been
acquired for investments purposes. Eldorado may, depending on the
market and other conditions, increase or decrease its beneficial
ownership of GMIN’s securities, whether in the open market, by
privately negotiated agreements or otherwise, subject to a number
of factors, including general market conditions and other available
investment and business opportunities.
This disclosure is provided pursuant to
Multilateral Instrument 62-104, which also requires an early
warning report to be filed containing additional information with
respect to the foregoing matters. A copy of the early warning
report will be available on SEDAR under GMIN’s issuer profile at
www.sedar.com and may be obtained upon request from Eldorado by
contacting Eldorado at the contact information below. GMIN’s head
office is located at 7900 W, Taschereau Blvd., Building D, Suite
210, Brossard, QC, J4X 1C2. Eldorado’s head office is located at
1188 - 550 Burrard Street, Bentall 5, Vancouver, BC, V6C 2B5.
About Eldorado Gold
Eldorado is a gold and base metals producer with
mining, development and exploration operations in Turkey, Canada,
Greece, and Romania. The Company has a highly skilled and dedicated
workforce, safe and responsible operations, a portfolio of
high-quality assets, and long-term partnerships with local
communities. Eldorado's common shares trade on the Toronto Stock
Exchange (TSX: ELD) and the New York Stock Exchange (NYSE:
EGO).
Contact
Investor Relations
Lisa Wilkinson, VP, Investor Relations604.757
2237 or 1.888.353.8166 lisa.wilkinson@eldoradogold.com
Media
Louise McMahon, Director Communications &
Public Affairs604.616 2296 or 1.888.363.8166
louise.mcmahon@eldoradogold.com
Cautionary Note about Forward-looking
Statements and Information
Certain of the statements made and information
provided in this press release are forward-looking statements or
information within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws. Often, these forward-looking statements and
forward-looking information can be identified by the use of words
such as "plans", "expects", "is expected", "budget", “continue”,
“projected”, "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or the negatives thereof or variations
of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved.
Forward-looking statements or information
contained in this release include, but are not limited to,
statements or information with respect to: TZ achieving commercial
production and receipt of any Deferred Consideration, the ability
to GMIN to advance TZ and to build a mine, including cost and
timing thereof, and future value creation for Eldorado through the
equity stake in GMIN. Forward-looking statements and
forward-looking information by their nature are based on
assumptions and involve known and unknown risks, market
uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information.
We have made certain assumptions about the
forward-looking statements and information, including assumptions
about: the ability of GMIN to advance TZ, including to achieve
commercial production, and the timing thereof; and the price of the
GMIN shares; how the world-wide economic and social impact of
COVID-19 is managed and the duration and extent of the COVID-19
pandemic; timing and cost of construction and exploration; the
future price of gold and other commodities; the global concentrate
market; exchange rates; anticipated costs, expenses and working
capital requirements; the impact of acquisitions, dispositions,
suspensions or delays on our business; and the ability to achieve
our goals. In particular, except where otherwise stated, we have
assumed a continuation of existing business operations on
substantially the same basis as exists at the time of this
release.
Even though our management believes that the
assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that the forward-looking statement or information will prove to be
accurate. Many assumptions may be difficult to predict and are
beyond our control.
Furthermore, should one or more of the risks,
uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements or information.
These risks, uncertainties and other factors include, among others:
inability of GMIN to advance TZ to commercial production; inability
of GMIN to pay the Deferred Consideration; the inability of GMIN to
create future value for Eldorado; global outbreaks of infectious
diseases, including COVID-19; timing and cost of construction, and
the associated benefits; recoveries of gold and other metals;
geopolitical and economic climate (global and local), risks related
to mineral tenure and permits; gold and other commodity price
volatility; information technology systems risks; continued
softening of the global concentrate market; risks regarding
potential and pending litigation and arbitration proceedings
relating to our business, properties and operations; expected
impact on reserves and the carrying value; the updating of the
reserve and resource models and life of mine plans; mining
operational and development risk; financing risks; foreign country
operational risks; risks of sovereign investment; regulatory risks
and liabilities including environmental regulatory restrictions and
liability; discrepancies between actual and estimated production;
mineral reserves and resources and metallurgical testing and
recoveries; additional funding requirements; currency fluctuations;
community and non-governmental organization actions; speculative
nature of gold exploration; dilution; share price volatility and
the price of our common shares; competition; loss of key employees;
and defective title to mineral claims or properties, as well as
those risk factors discussed in the sections titled
“Forward-Looking Statements” and "Risk factors in our business" in
the Company's most recent Annual Information Form & Form 40-F.
The reader is directed to carefully review the detailed risk
discussion in our most recent Annual Information Form filed on
SEDAR and EDGAR under our Company name, which discussion is
incorporated by reference in this release, for a fuller
understanding of the risks and uncertainties that affect the
Company’s business and operations.
The inclusion of forward-looking statements and
information is designed to help you understand management’s current
views of our near- and longer-term prospects, and it may not be
appropriate for other purposes.
There can be no assurance that forward-looking
statements or information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, you should not place
undue reliance on the forward-looking statements or information
contained herein. Except as required by law, we do not expect to
update forward-looking statements and information continually as
conditions change.
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