Transaction is expected to close in the fourth quarter of 2021
Eldorado Gold announces the sale of Tocantinzinho to G Mining Ventures. (Credit: Eldorado Gold announces the sale of Tocantinzinho to G Mining Ventures)
Eldorado Gold Corporation (“Eldorado” or “the Company”) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) with G Mining Ventures Corp. (“GMIN”) to divest its Tocantinzinho Project (“TZ”) located in Brazil (the “Transaction”).
Under the terms of the Agreement, Eldorado will receive:
- Minimum upfront consideration of US$50 million, comprised of a minimum US$20 million in cash and 19.9% of GMIN shares upon closing of the Transaction.
- Deferred consideration of US$60 million in cash to be paid subject to TZ commencing commercial production, payable on the first anniversary of commercial production (“Deferred Consideration”).
- GMIN has the option to defer 50% of the Deferred Consideration at a cost of US$5 million, in which case US$30 million is payable upon the first anniversary of the commencement of commercial production and US$35 million is payable upon the second anniversary of the commencement of commercial production.
- Upon closing of the Transaction, Eldorado and GMIN will enter into an investor rights agreement (“Investor Rights Agreement”), which will grant Eldorado certain rights for so long as it maintains 10% ownership of GMIN common shares on an undiluted basis. The Investor Rights Agreement will include a customary lockup period until the earlier of (i) two years, and (ii) GMIN making a positive construction decision on TZ, the right for Eldorado to participate in future equity offerings by GMIN in order to maintain the greater of 19.9% of GMIN’s share capital and Eldorado’s pro rata ownership interest prior to the offering, and additional customary rights and restrictions for a transaction of this nature.
“This transaction provides Eldorado with immediate value for TZ, while also retaining meaningful exposure to future value creation through our equity stake in GMIN,” said George Burns, Eldorado’s President and Chief Executive Officer. “TZ will be a cornerstone asset for GMIN, a team with a strong track record of building mines on time and on budget. Together with our local Brazilian team, we believe they are the right group to responsibly advance the asset and we look forward to following and supporting their success. On behalf of the management team and Company, I would like to take this opportunity to thank Lincoln Silva and his team in Brazil for all their contributions, hard work and dedication to the Company. We wish them all the best moving forward.”
The Transaction is subject to customary closing conditions, including required regulatory approvals. The Transaction is expected to close in the fourth quarter of 2021. Trinity Advisors Corporation acted as financial advisors to Eldorado, and Fasken acted as Eldorado’s legal counsel.
Source: Company Press Release