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Acquisition

13 Jun 2014 12:38

RNS Number : 6040J
Nord Gold N.V.
13 June 2014
 



Nordgold Enters into Agreements to Acquire Ronguen Gold Project from Canada's Goldrush Resources Ltd.

Amsterdam, Netherlands, June 13, 2014 - Nord Gold N.V. ("Nordgold" or the "Company", LSE: NORD), an internationally diversified pure-play gold producer, is pleased to announce that it has entered into a Share Purchase Agreement ("SPA") with Goldrush Resources Ltd. (TSX-V:GOD) ("Goldrush") to acquire all shares of Goldrush's 100% owned Burkina Faso subsidiary, Goldrush Burkina S.A.R.L. ("Goldrush Burkina") for total proceeds of USD 4.25 million (the 'Purchase Price").

Goldrush Burkina is the 100% owner of the Ronguen Gold Project (the "Project"), a late stage exploration project located only 10 kilometers northwest of Nordgold's operating Bissa mine and 100 kilometers north of Ouagadougou, the capital city of Burkina Faso.

The Project comprises the Tikare and Kongoussi 1 mineral permits. According to 2012 technical report performed by SRK consulting for Goldrush, it contains the total gold resources of 384 thousand ounces at 1.3g/t, including total Measured and Indicated mineral resources of 332 thousand ounces of gold at a grade of 1.22 g/t Au.

Goldrush has spent USD 7.9 million on project development with preparations for the feasibility study underway and Nordgold expects to finalise it in Q2 2015.

The favorable Project location close to Nordgold's recently completed Bissa mine with good access to all Bissa's production facilities, and similar properties of their ore bodies will enable Nordgold to process the ore from the Project at Bissa facilities, and therefore extend the Bissa minelife and benefit from low-cost gold production at this world-class facility.

Nikolai Zelenski, Chief Executive Officer of Nordgold, said:

"As part of Nordgold's strategy to achieve long term sustainable growth, we continue to look for specific projects that complement and enhance our existing reserves base. On that basis we are confident the Ronguen project will be a very complementary value-enhancing addition to our Bissa mine. The Ronguen project meets our investment criteria for satellite projects: it is closely located to existing production and logistics facilities, contains higher grade core within its resources of non-refractory ore and can therefore be efficiently processed at Nordgold's existing Bissa mine. This is a project with real potential, in a country we know well and where we have a proven development track record - it is an excellent strategic fit. The successful implementation of the project will further extend Bissa's low cost production life and generate further positive free-cash flow."

Structure of the deal

The Purchase Price for the sale of Goldrush Burkina (the "Transaction") is:

- US$4,250,000, of which US$3,250,000 will be paid to Goldrush on Closing. The remaining $1,000,000 of the Purchase Price will be held by an escrow agent and released on July 1, 2015 and December 31, 2017 in accordance with the terms of an escrow agreement to be executed and delivered on Closing.

 - a 1% Net Smelter Returns Royalty payable in cash equal to 1% on all gold mined and sold from the Ronguen Project at a gold price over US$1,700 per ounce. The royalty may be repurchased at anytime for a cash consideration of US$1,000,000.

Prior to closing, Goldrush Burkina and Goldrush Resources must complete a reorganization (the "Reorganization") in accordance with the terms and conditions of a master reorganization agreement entered into between Goldrush Burkina and Goldrush Resources, amongst others. The Reorganization will effect the transfer of certain assets and properties currently held by Goldrush Burkina, other than the Tikare and Kongoussi 1 permits (which host the Ronguen Project and which will continue to be held by Goldrush Burkina), to one or more wholly-owned subsidiaries or affiliates of Goldrush Resources, or any other third party as directed by Goldrush Resources.

 

The SPA contains customary provisions for transactions of a similar nature, including representations, warranties, and covenants of the parties. The SPA is also subject to regulatory approval (including the conditional approval of the TSX Venture Exchange), the approval of the shareholders of Goldrush Resources, and the execution of an agreement between High River Gold Mines Ltd. ("High River") and Goldrush Resources to terminate High River's back-in rights on the Salbo and Ouavousse permits pursuant to a strategic alliance agreement dated January 3, 2006.

 

Closing is anticipated to occur on or about August 8, 2014.

 

About Goldrush

Goldrush. (TSX-V: GOD) is a Canadian mineral exploration company, focused on gold exploration in Burkina Faso, west Africa.

About Nordgold

Nordgold (LSE: NORD) is a pure-play emerging-markets gold producer established in 2007. The Company has expanded rapidly through acquisitions and organic investment, achieving a rate of growth unmatched in the industry during that period. In 2013 Nordgold's gold production was 924.4 koz, up from 717 Koz in 2012.

The company operates 9 active mines and has two development projects, 4 advanced exploration projects and a diverse portfolio of early exploration projects and licenses in Russia, Kazakhstan, Burkina Faso, Guinea and French Guiana. Nordgold employs about 10,000 people.

For further information on Nordgold please visit the Company's website: www.nordgold.com

Enquiries

Nordgold

Valentina Bogomolova

Head of IR

Cell: +7 916 474 5996

valentina.bogomolova@nordgold.com

Olga UlyevaPress Secretary

Cell: +7 916 510 1411

olga.ulyeva@nordgold.com

Maitland

Peter OgdenJames Devas

Tel: +44 (0)20 7379 5151

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this press release, including any information as to Nordgold's estimates, strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance and production may constitute "forward-looking information" within the meaning of applicable securities laws. All statements, other than statements of historical fact, constitute forward-looking information. Forward-looking information can often, but not always, be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words, or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. Readers are cautioned that forward-looking statements are not guarantees of future performance.

All forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.

Forward-looking information involves significant risks, assumptions, uncertainties and other factors that may cause actual future realities or anticipated events to differ materially from those expressed or implied in any forward-looking information and, accordingly, should not be read as guarantees of future performance or realities. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting Nordgold's operations will continue substantially in their current state, including, without limitation, with respect to industry conditions, general levels of economic activity, market prices for gold, competition for and scarcity of gold mine assets, achievement of anticipated mineral reserve and mineral resource tonnages or grades, ability to develop additional mineral reserves, acquisition of funding for capital expenditures, adequacy and availability of production, processing and product delivery infrastructure, electricity costs, continuity and availability of personnel and third party service providers, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, and that there will be no unplanned material changes to Nordgold's facilities, equipment, customer and employee relations and credit arrangements. Nordgold cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Nordgold and there is no assurance that they will prove correct. The risks and other factors that may cause actual future realities or anticipated events to differ materially from those expressed or implied in any forward-looking information include, but are not limited to Nordgold's ability to execute its development and exploration programs; the financial and operational performance of Nordgold; civil disturbance, armed conflict or security issues at the mineral projects of Nordgold; political factors; the capital requirements associated with operations; dependence on key personnel; compliance with environmental regulations; estimated production; and competition.

Actual performance or achievement could differ materially from that expressed in, or implied by, any forward-looking information in this press release and, accordingly, investors should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made, and Nordgold does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or realities after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable securities laws. All forward-looking information contained in this press release is qualified by such cautionary statements. New risk factors emerge from time to time, and it is not possible for management to predict all of such risk factors and to assess in advance the impact of each such factor on Nordgold's business or the extent to which any factor, or combination of factors, may cause actual realities to differ materially from those contained in any forward-looking information.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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