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or Name
USA
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AuRico Gold Inc
Symbol AUQ
Shares Issued 281,740,919
Close 2012-03-26 C$ 9.05
Market Cap C$ 2,549,755,317
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Crocodile, AuRico agree to terms on Navco buy

2012-03-27 17:18 ET - News Release

See News Release (C-CRK) Crocodile Gold Corp

Mr. Rob Hopkins of Crocodile reports

CROCODILE GOLD AND AURICO GOLD SIGN DEFINITIVE AGREEMENT IN RESPECT OF CROCODILE GOLD'S ACQUISITION OF THE FOSTERVILLE AND STAWELL MINES FROM AURICO GOLD

Crocodile Gold Corp. and AuRico Gold Inc. have entered into a definitive agreement pursuant to which Crocodile Gold will acquire the Stawell and Fosterville mines located in Victoria state, Australia, through the acquisition of all of the shares of Northgate Australian Ventures Corporation Pty. Ltd. (Navco) from AuRico, for total consideration of up to $105-million.

Crocodile Gold believes the transaction is strongly aligned with its growth strategy of becoming an intermediate Australian-based gold producer. In addition to adding mineral resources and reserves to its existing portfolio, the acquisition significantly changes Crocodile Gold's production profile, with estimated 2012 production increasing to between 230,000 and 250,000 ounces. The acquisition further provides Crocodile Gold the opportunity to become a 300,000 ounce/year producer in 2013. The increased production profile of Crocodile Gold is expected to allow for purchasing synergies and overhead savings while providing Crocodile Gold two additional operating assets, and should significantly derisk the existing operations. The combination of three operations in Cosmo, Fosterville and Stawell is expected to create a solid foundation while projects such as Union Reefs underground and Maud Creek are being advanced and the full potential of the newly expanded land position is assessed. Crocodile Gold is committed to maintaining its recently adopted, disciplined approach of ensuring that all of its activities create value in the short and medium term for all shareholders.

For AuRico Gold, the transaction generates significant cash proceeds at closing and furthers AuRico's strategy of focusing on its portfolio of large, low-cost, long-life gold assets in North America.

Chantal Lavoie, president, chief executive officer and chairman of Crocodile Gold, stated: "We are very pleased to be adding the Fosterville and Stawell mines to our portfolio of Australian assets. The two mines will add meaningfully to Crocodile Gold's near-term production as our Cosmo mine continues to ramp up to steady state. We also believe that significant synergies exist between the operations that should create additional value for Crocodile Gold and the shareholders. Very important to the transaction is the wealth of knowledge and technical expertise that Fosterville and Stawell's teams bring to Crocodile Gold. Combined with the existing management group, the additional experience of operating similar scale underground operations as our own should considerably derisk our growth and help shape the future of our new company."

Rene Marion, president and CEO of AuRico, stated: "We are pleased to have entered into this agreement with Crocodile Gold and look forward to becoming a shareholder of Crocodile Gold on closing. While the assets are non-core from AuRico's perspective, we see significant value in the combination of these Australian assets with Crocodile Gold's portfolio. In turn, the sale will enable AuRico to focus on its North American asset base, which is poised to deliver peer-leading growth over the next five years. The transaction is clearly a win-win for both parties."

Transaction rationale for Crocodile Gold

  • Adds two producing mines to Crocodile Gold's portfolio;

  • Increases 2012 expected production by approximately 155,000 to 175,000 ounces or approximately 200 per cent, increasing Crocodile Gold's 2012 guidance to 230,000 to 250,000 ounces;

  • Strengthens Crocodile Gold presence in Australia as a diversified miner with the combination of two highly talented operating teams;

  • Accretive to Crocodile Gold with limited dilution to existing shareholders;

  • Significant near-term cash flow can be redeployed into projects such as Union Reefs and Maud Creek;

  • Both assets have further exploration prospectivity with potential to extend mine lives;

  • Management, operating team and procurement synergies.

Transaction rationale for AuRico Gold

  • Disposition of non-core assets to remain focused on North America;

  • Significant cash proceeds up front of $70-million;

  • Upside to Fosterville and Stawell based on the deferred payments;

  • Upside to Crocodile Gold's enlarged portfolio through the share consideration.

The transaction

Pursuant to the transaction, AuRico will receive, in exchange for its 100-per-cent ownership interest in Navco, total consideration of up to $105-million comprising:

(a) $70-million in cash and $10-million in Crocodile Gold common shares (being 20 million shares at a deemed price of 50 cents per common share) to be paid on the closing date of the transaction;

(b) $25-million in contingent payments to be paid over three instalments on each of the first three anniversaries of the closing date of the transaction, each instalment payment being conditional upon the simple annual average gold price exceeding $1,500 (Australian) per ounce in the preceding 12-month period.

The upfront payment of $70-million to be paid by Crocodile Gold on the closing date of the transaction is expected to be financed through a term credit facility that Crocodile Gold is currently negotiating with Credit Suisse International.

Completion of the transaction is subject to customary closing conditions, including receipt of all regulatory approvals. Completion is not conditional on financing. Closing is expected to occur on or about May 1, 2012.

Credit Suisse facility

Crocodile Gold has signed a non-binding term sheet with Credit Suisse for an $80-million (Australian) credit facility. Although Credit Suisse and Crocodile Gold have not yet finalized definitive terms or entered into definitive commitment agreements, the parties are working diligently toward that end. The credit facility is subject to various customary and other conditions precedent, including final credit approvals, satisfactory documentation and the completion of due diligence.

Should the Credit Suisse facility, for any reason, fail to close prior to the closing date of the transaction, Luxor Capital Group has agreed to provide Crocodile Gold a bridge facility on commercially reasonable terms in order to close the transaction.

Advisers

Crocodile Gold has retained Dundee Capital Markets to act as its financial adviser and Cassels Brock & Blackwell LLP to act as its legal adviser. AuRico Gold has retained BMO Capital Markets to act as its financial adviser and Fasken Martineau DuMoulin LLP to act as its legal adviser.

Qualified person

David Keough, F.AusIMM, of Crocodile Gold, is a "qualified person" as such term is defined in National Instrument 43-101 and has reviewed and approved the technical information and data included in this press release.

We seek Safe Harbor.

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