Nordgold Requests Consent to Make 140% Premium Offer to Shareholders of Carlisle Goldfields Limited
Amsterdam, Netherlands, November 13, 2014 - Nord Gold N.V. (“Nordgold” or the “Company”, LSE: NORD), the internationally diversified pure-play gold producer, announces that it has sent a request to the board of directors of Canadian-based gold exploration and development company Carlisle Goldfields Limited (“Carlisle”, TSX: CGJ) that it consents to receive an offer from Nordgold to purchase all of Carlisle’s issued and outstanding shares.
Nordgold has advised Carlisle’s Board that, upon receipt of that consent, Nordgold would be prepared to make an offer to acquire 100% of Carlisle’s issued and outstanding shares from Carlisle’s shareholders at a price of CAD 0.096 per share, in cash, for total proceeds of approximately CAD 27.3 million (approximately US$24.1 million). Such an offer would represent a premium of approximately 140% of the Carlisle share price as at November 11, 2014 (CAD 0.04 per share).
Carlisle is the 100% owner of the Lynn Lake Gold Camp (the “Project”), a gold project located in Manitoba, Canada. The Lynn Lake fits Nordgold’s strict criteria for greenfield projects. It has high grade non-refractory ore resources for open pit mining, is located close to existing infrastructure and in a mining friendly jurisdiction.
Based on a Preliminary Economic Assessment prepared by Tetra Tech in accordance with the standards of NI 43-101, the Project’s total in-pit resources are 1.7 Moz at 2.2 g/t with strip ratio 5 t/t. The Lynn Lake project annual average production is expected to be 145 thousand ounces (“koz”) of gold, for 12 years with a peak of 230 koz in the 5th year.
Pre-tax average life of mine total cash costs are expected to be in the region of $530 per ounce and all-in sustaining costs $644 per ounce (both are net of silver by-product credits). The technical report includes a pre-tax Net Present Value of CAD 411 million, an Internal Rate of Return of 34% using a 5% discount rate and US$1100 gold price.
The offer, if made, would be subject to the termination of the transactions with AuRico Gold Inc. (“AuRico”, TSX / NYSE: AUQ) announced in Carlisle’s press release on November 11, 2014. Nordgold is seeking Carlisle’s consent as it is subject to contractual restrictions that preclude it from making an offer to Carlisle’s shareholders without its consent.
Nordgold has also written to the Toronto Stock Exchange (the “TSX”) and advised them that the Company believes the AuRico transaction should be subject to the approval of Carlisle’s shareholders as the terms of the transaction are such that it effectively constitutes a change of control of Carlisle and failure to submit it to shareholders for their approval would significantly and adversely affect the quality of the marketplace provided by the TSX.
Nordgold (LSE: NORD) is an international pure-play emerging-markets gold producer established in 2007 and publicly traded on the London Stock Exchange. The Company has expanded rapidly through carefully targeted acquisitions and organic growth, achieving a rate of growth unmatched in the industry during that period. In 2013, Nordgold’s gold production increased to 924 koz from 717 koz in 2012.
The Company operates 9 mines and has 2 development projects, 4 advanced exploration projects and a diverse portfolio of early-stage exploration projects and licenses in Russia, Kazakhstan, Burkina Faso, Guinea and French Guiana. Nordgold employs about 10,000 people.