Mr. Rodney Antal reports
ALACER GOLD ANNOUNCES SALE OF AUSTRALIAN BUSINESS UNIT
Alacer Gold Corp. has entered into a binding agreement to sell its
Australian business unit (which includes the Higginsville and South
Kalgoorlie operations) to a subsidiary of Metals X Ltd., an Australian public company with shares listed on the Australian Stock Exchange.
Under the terms of the share sale agreement, Alacer will be paid $40-million (Australian) in cash (subject to working capital adjustments) at completion
for all of the shares of Alacer Gold Pty. Ltd. (Alacer Australia), its wholly owned subsidiary. Completion of the sale is conditional
on and will occur within five business days following receipt of
Australian Foreign Investment Review Board (FIRB) approval by Metals X.
Metals X has paid Alacer a $10-million (Australian) deposit (non-refundable except
if FIRB approval is not obtained), which will be held in escrow pending
completion of the sale. The share sale agreement includes customary
negotiated terms and conditions.
In addition to the $40-million (Australian) of cash consideration, Alacer will:
- Retain the right to receive up to $2-million (Australian) of deferred cash payable
from La Mancha Resources Australia Pty. Ltd. for the acquisition of
Alacer's 49-per-cent interest in Frog's Leg in April, 2013;
- Receive any refund (estimated by Alacer to be up to $21-million (Australian)) in
respect of an objection previously lodged to a Western Australian stamp
duty assessment paid in connection with the merger that resulted in the
formation of Alacer in 2011;
- Retain ownership of certain long lead items acquired in advance of the
South Kalgoorlie expansion project, which have a book value of $7-million (Australian);
- No longer recognize in its financial statements $46-million (Australian) of mine
closure provisions in relation to Alacer Australia.
Alacer will continue to execute its cash maximization strategy as
announced on Aug. 13, 2013, at both the Higginsville and South
Kalgoorlie operations until completion of the sale. Metals X will take
economic ownership of Alacer Australia from Oct. 1, 2013 (subject to
completion), and will finance any additional working capital requirements
or capital expenditures outside of the cash maximization strategy plan
prior to completion.
All of Alacer Australia's subsidiaries (which together hold 100-per-cent
interests in the Higginsville and South Kalgoorlie operations) are
included in the sale. The sale does not require the approval of Alacer
shareholders.
Rodney Antal, chief executive officer of Alacer, stated: "We are
pleased to have negotiated a sale to a Western Australian company that
is familiar with our Australian assets. Strategically, the sale of our
Australian assets demonstrates our commitment to focus on our Turkish
operations. This sale will permit senior management and the board to
focus on creating value in Turkey and the surrounding region for
Alacer's shareholders."
Alacer is being advised by Azure Capital Ltd. as financial adviser
and Clifford Chance as legal adviser.
We seek Safe Harbor.
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