TORONTO, Sept. 23, 2013 /CNW/ - Alacer Gold Corp. ("Alacer") [TSX: ASR and
ASX: AQG] announced today that it 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 Limited ("Metals X"), an
Australian public company with shares listed on the ASX (ASX:MLX).
Under the terms of the share sale agreement, Alacer will be paid A$40 million
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 A$10 million 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
In addition to the A$40 million of cash consideration, Alacer will:
-- Retain the right to receive up to A$2 million of deferred cash
payable from La Mancha Resources Australia Pty Ltd for the
acquisition of Alacer's 49% interest in Frog's Leg in April
-- Receive any refund (estimated by Alacer to be up to A$21
million) 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
-- Retain ownership of certain long lead items acquired in advance
of the South Kalgoorlie Expansion Project, which have a book
value of A$7 million; and
-- No longer recognize in its financial statements A$46 million of
mine closure provisions in relation to Alacer Australia.
Alacer will continue to execute its cash maximization strategy as announced on
13 August 2013 at both the Higginsville and South Kalgoorlie Operations until
completion of the sale. Metals X will take economic ownership of Alacer
Australia from 1 October 2013 (subject to completion) and will fund 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% interests in
the Higginsville and South Kalgoorlie Operations) are included in the sale.
The sale does not require the approval of Alacer shareholders.
Mr. Rodney P. 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 Limited as financial adviser, and
Clifford Chance as legal adviser.
Alacer Gold Corp. is a leading intermediate gold mining company with interests
in multiple mines which provide ore to three processing facilities in
Australia and Turkey:
-- 80% interest in the Çöpler Mine;
-- 100% interest in the Higginsville Operations; and
-- 100% interest in the South Kalgoorlie Operations.
Alacer's primary focus is to maximize portfolio value, maximize free cash
flow, minimize project risk, and return value to shareholders. Alacer has a
strong balance sheet and is committed to responsibly developing its current
operations and focused exploration programs creating value.
Except for statements of historical fact relating to Alacer, certain
statements contained in this press release constitute forward-looking
information, future oriented financial information, or financial outlooks
(collectively "forward-looking information") within the meaning of Canadian
securities laws. Forward-looking information may be contained in this document
and other public filings of Alacer. Forward-looking information often relates
to statements concerning Alacer's future outlook and anticipated events or
results and, in some cases, can be identified by terminology such as "may",
"will", "could", "should", "expect", "plan", "anticipate", "believe",
"intend", "estimate", "projects", "predict", "potential", "continue" or other
similar expressions concerning matters that are not historical facts.
Forward-looking information includes statements concerning, among other
things, whether FIRB approval for the sale transaction will be granted;
whether the sale transaction will be completed; the continued listing of
Alacer shares on the ASX; the generation of free cash flow and payment of
dividends; matters relating to proposed exploration, communications with local
stakeholders and community relations; negotiations of joint ventures,
negotiation and completion of transactions; commodity prices; mineral
resources, mineral reserves, realization of mineral reserves, existence or
realization of mineral resource estimates; the development approach, the
timing and amount of future production, timing of studies and analyses, the
timing of construction and development of proposed mines and process
facilities; capital and operating expenditures; economic conditions;
availability of sufficient financing; exploration plans and any and all other
timing, exploration, development, operational, financial, budgetary, economic,
legal, social, regulatory and political matters that may influence or be
influenced by future events or conditions.
Such forward-looking information and statements are based on a number of
material factors and assumptions, including, but not limited in any manner to,
those disclosed in any other of Alacer's filings, and include the inherent
speculative nature of exploration results; the ability to explore;
communications with local stakeholders and community and governmental
relations; status of negotiations of joint ventures; weather conditions at
Alacer's operations, commodity prices; the ultimate determination of and
realization of mineral reserves; existence or realization of mineral
resources; the development approach; availability and final receipt of
required approvals, titles, licenses and permits; sufficient working capital
to develop and operate the mines and implement development plans; access to
adequate services and supplies; foreign currency exchange rates; interest
rates; access to capital markets and associated cost of funds; availability of
a qualified work force; ability to negotiate, finalize and execute relevant
agreements; lack of social opposition to the mines or facilities; lack of
legal challenges with respect to the property of Alacer; the timing and amount
of future production and ability to meet production targets; timing and
ability to produce studies and analyses; capital and operating expenditures;
economic conditions; availability of sufficient financing; the ultimate
ability to mine, process and sell mineral products on economically favorable
terms and any and all other timing, exploration, development, operational,
financial, budgetary, economic, legal, social, regulatory and political
factors that may influence future events or conditions. While we consider
these factors and assumptions to be reasonable based on information currently
available to us, they may prove to be incorrect.
You should not place undue reliance on forward-looking information and
statements. Forward-looking information and statements are only predictions
based on our current expectations and our projections about future events.
Actual results may vary from such forward-looking information for a variety of
reasons, including but not limited to risks and uncertainties disclosed in
Alacer's filings at www.sedar.com and other unforeseen events or
circumstances. Other than as required by law, Alacer does not intend, and
undertakes no obligation to update any forward-looking information to reflect,
among other things, new information or future events.
SOURCE Alacer Gold Corp.
For further information on Alacer Gold Corp., please contact: Lisa Maestas -
North America at +1-303-292-1299 Roger Howe - Australia at +61-2-9953-2470
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-0- Sep/23/2013 11:55 GMT
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