11:34:56 EDT Wed 01 May 2024
Enter Symbol
or Name
USA
CA



Asanko Gold Inc
Symbol AKG
Shares Issued 203,449,957
Close 2018-03-29 C$ 1.30
Market Cap C$ 264,484,944
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Asanko enters 50:50 JV with Gold Fields in Ghana

2018-03-29 06:37 ET - News Release

Mr. Peter Breese reports

ASANKO GOLD TO RECEIVE US$185 MILLION FROM GOLD FIELDS FOR 50 per cent JOINT VENTURE INTEREST AND US$17.6 MILLION FOR 9.9 per cent PRIVATE PLACEMENT IN ASANKO GOLD

Asanko Gold Inc. has entered into certain definitive agreements under which Asanko will receive $185-million (U.S.) for a 50-per-cent joint venture interest in its Asanko gold mine (AGM) from subsidiaries of Gold Fields Ltd., one of the world's largest gold producers and the second-largest gold producer in Ghana.

Under the various transaction agreements, Asanko and Gold Fields will, among other things, form an incorporated 50:50 corporate JV which will own Asanko's 90-per-cent interest in the Asanko gold mine and all associated properties in Ghana. The government of Ghana will continue to hold a free-carried 10-per-cent interest. In addition to the JV interest, Gold Fields will purchase a 9.9-per-cent shareholding interest in Asanko for approximately $17.6-million (U.S.) to purchase 22,354,657 shares at approximately 79 U.S. cents, equal to the five-day volume-weighted average price as of market close on March 27, 2018. Asanko will host an investor conference call at 9 a.m. ET today, details below.

Transaction highlights:

  • Asanko will receive from Gold Fields:
    • $165-million (U.S.) in cash, payable upon closing of the joint venture transaction expected before end of Q3 2018;
    • $20-million (U.S.) in cash, also payable for the JV transaction, on an agreed Esaase development milestone but in any event no later than Dec. 31, 2019;
    • $17.6-million (U.S.) from Gold Fields for a 9.9-per-cent private placement in Asanko shares at a price of 79 U.S. cents anticipated to be completed in the immediate future.
  • Asanko will remain the manager and operator of the AGM and will continue to be paid an arm's-length management fee for services rendered to the JV of approximately $6-million (U.S.) per annum.
  • Asanko will use the proceeds primarily to repay its outstanding Red Kite debt of $164-million (U.S.).
  • Asanko views the JV as a significantly superior outcome than a restructuring of the Red Kite debt facility as it provides a balanced risk/return profile and creates a debt-free platform that will enable Asanko to accelerate growth opportunities and pursue its strategy of becoming a mid-tier gold producer.

"This transaction presents a unique opportunity for Asanko to derisk its future production targets whilst at the same time eliminating corporate debt. With a healthy balance sheet and robust operational cash flows, together with a strong technical endorsement, our life-of-mine plan is assured," said Asanko president and chief executive officer Peter Breese.

"After carefully weighing the benefits of this transaction, we have determined that it is superior to the alternative of engaging with Red Kite to extend our debt. With the repayment of the Red Kite debt, Asanko has achieved significant financial flexibility moving forward as we seek to continue to grow our business over the medium term.

"The mine is now operating well within our business targets, with mining efficiencies and the process plant delivering ahead of plan. With this new investment and the freeing up of our balance sheet, we will now move forward with the development of our large-scale Esaase deposit, with a view to commencing production in 2019 with an interim trucking operation until the conveyor is fully operational in late 2020. We look forward to working in partnership with Gold Fields and sharing mining and exploration expertise to create added value for all our stakeholders."

Nicholas Holland, CEO of Gold Fields, commented: "West Africa is an important part of our business and we look forward to a long partnership with Asanko in Ghana. We view the Asanko gold mine as a high-quality asset and a great addition to our existing portfolio of open-pit gold operations in the country."

Transaction rationale:

  • Significantly improved balance sheet:
    • Asanko emerges debt-free following repayment of Red Kite facility.
    • Strong attributable pro forma cash position of approximately $35-million (U.S.) ($55-million (U.S.) including deferred consideration) as at March 23, 2018.
  • World-class partner with experience in Ghana:
    • Gold Fields is Ghana's second-largest gold producer with more than 20 years of in-country experience.
    • Gold Fields brings considerable technical and exploration expertise that complements Asanko's existing development and operating capabilities.
  • Management and asset validation:
    • The partnership endorses Gold Fields' confidence in Asanko's mine operator capabilities.
    • The partnership validates the AGM from a technical and operational perspective.
  • Well positioned for future growth:
    • Near-term organic growth self-financed by the AGM from internally generated cash flows;
    • Robust balance sheet with which to finance growth initiatives.

Further transaction particulars

Under the terms of the transaction, on closing, Gold Fields will acquire a 50-per-cent participating interest in Asanko's 90-per-cent ownership interest in the AGM for an aggregate $185-million (U.S.) in cash, of which $165-million (U.S.) is payable upon closing. The remaining $20-million (U.S.) is payable upon achievement of an agreed Esaase development milestone but in any event by no later than Dec. 31, 2019.

The closing of the transaction is expected to occur before end of Q3 2018 and is subject to customary conditions precedent including that no material adverse event occurs and Ghanaian Minister of Lands and Natural Resources does not object.

The transaction will impact the recognition, presentation and measurement of assets and liabilities associated with the company's Ghanaian operations. The results of which are expected to result in a non-cash impairment charge based on the JV transaction indicative asset value.

The joint venture agreement

Asanko will remain the manager (operator) of the AGM. A management committee will be formed, with representatives from each party, to govern the operating and development activities of JV. The JV will continue to pay Asanko an arm's-length management fee for services rendered of approximately $6-million (U.S.) per annum. The JV will finance its growth from operating cash flow. The JV agreement has customary terms for program participation elections, dilution of equity interest for non-participation, sole risk rights for new projects and expedited dispute resolution.

The private placement and investor rights agreement

Gold Fields has agreed to purchase 22,354,657 common shares of the company through a private placement, at a price of approximately 79 U.S. cents per share, equal to the five-day VWAP as of market close on March 27, 2018. The net proceeds of the private placement will total approximately $17.6-million (U.S.), which will further strengthen Asanko's balance sheet. These shares are subject to a customary four-month resale restricted period in Canada. In connection with the private placement, Gold Fields will sign an investor rights agreement with Asanko under which Gold Fields will receive certain rights to participate in future Asanko share issuances in order to maintain its 9.9-per-cent shareholding for up to five years. In addition, Gold Fields has agreed that it will standstill at this level of ownership for a one-year period unless Asanko otherwise consents, and will support Asanko management nominees at shareholder meetings. The private placement is anticipated to be completed in the immediate future and has received conditional TSX approval.

Repayment of the Red Kite debt

Asanko will use the JV transaction cash to repay in full all outstanding principal and accrued interest ($164-million (U.S.)) owing to RK Mine Finance Trust I under the definitive senior facilities agreement upon closing. There are no early repayment penalties associated with the Red Kite debt. Red Kite's current gold offtake agreement will remain in effect until all outstanding ounces have been delivered to Red Kite or the JV elects to terminate the offtake and pay the associated fee.

In the event that the JV transaction has not completed by July 1, 2018, when the first principal repayment of the Red Kite debt is due, Gold Fields has also agreed to provide a bridge loan of up to $20-million (U.S.) for Asanko, to be drawn at Asanko's sole discretion. The bridge loan will be credited toward Gold Fields' contribution to the joint venture on closing. If closing does not complete for any reason, the bridge loan will be repayable, after written demand with a 30-day notice, at any time after six months from the date of advance of the bridge loan. If Asanko does not repay the bridge loan, the bridge loan claim would effectively be used to subscribe for new common shares of Asanko, up to the point where Gold Fields would own 19.9 per cent of the outstanding Asanko shares, and the balance would be repaid in cash. Pricing of these shares is subject to Toronto Stock Exchange policy.

Development of Esaase proceeding

The development of the large-scale Esaase deposit will commence in 2018 and initial production is expected in Q1 2019 with an interim trucking operation of approximately 1.5 million tonnes per annum during 2019 and 2020. The preproduction capital associated with opening up Esaase is approximately $9-million (U.S.), of which $7-million (U.S.) is expected to be spent in 2018. A trucking permit has been applied for and is anticipated before the end of 2018.

2018 guidance and five-year outlook

As announced on March 15, 2018, the company released its 2018 guidance and five-year outlook, which is summarized in the table. This transaction will enable the AGM to generate strong cash flows to finance its capital requirements over the next three years.

                     2018 GUIDANCE AND FIVE-YEAR OUTLOOK
                    (Asanko gold mine, 100-per-cent basis)

                                  2018   2019   2020   2021   2022   2023

Ore tonnes mined (000 t)   4,300-4,700  7,300  7,560  5,450  6,980  6,400
Average grade mined (g/t)          1.4    1.4    1.5    1.3    1.5    1.4
Tonnes processed (000 t)   4,700-5,000  5,000  5,000  5,000  5,000  5,000
Mill head grade (g/t)              1.5    1.7    1.8    1.5    1.8    1.7
Gold production (000 oz)       200-220    255    280    220    265    245
AISC (US$/oz)              1,050-1,150    950    810    905    775    880
Total capex (US$M)                19.5   75.0  100.5   31.5    9.0   18.2

Advisers

In connection with this transaction, BMO Capital Markets and Taurum International acted as financial advisers and McMillan LLP acted as legal counsel to Asanko. Fasken Martineau DuMoulin LLP acted as legal counsel to Gold Fields.

Qualified persons

Frederik Fourie, Asanko senior mining engineer (PrEng), is the Asanko qualified person, as defined by National Instrument 43-101, who has approved the preparation of the mining technical contents of this news release.

Management conference call and webcast details -- 9 a.m. ET on Thursday, March 29, 2018

A presentation is available at the company's website.

Conference call

United States/Canada toll-free:  800-909-4985

United Kingdom toll-free:  0-800-496-0445

International:  1-212-231-2929

Webcast

A webcast will be available on-line.

Replay

A recorded playback will be available approximately two hours after the call until April 28, 2018.

U.S./Canada toll-free:  800-558-5253

U.K. toll-free:  0-800-692-0831

International:  1-416-626-4100

Passcode:  21886753

About Asanko Gold Inc.

Asanko's vision is to become a mid-tier gold mining company that maximizes value for all its stakeholders. The company's flagship project is the multimillion-ounce Asanko gold mine located in Ghana, West Africa.

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