Royal Gold Announces Agreement to Acquire Great Bear Royalties to Gain Royalty Exposure to the Emerging World-Class Great Bear Project

2022-07-11 04:07:55

DENVER / Jul 11, 2022 / Business Wire / Royal Gold, Inc. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today that its wholly owned subsidiary, International Royalty Corporation (“IRC”), has entered into a definitive agreement (the “Arrangement Agreement”) with Great Bear Royalties Corp. (“GBR”) to acquire (the “Acquisition”) all of the issued and outstanding common shares of GBR for cash consideration of C$6.65 per common share (the “Acquisition Price”) pursuant to a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) and subject to the conditions set out in the Arrangement Agreement. The Acquisition Price represents a 43% premium over GBR’s 20-day volume weighted average trading price on the TSXV up to and including July 8, and values GBR at approximately C$199.5 million on a fully diluted basis.

The Acquisition has been unanimously approved by the boards of directors of both Royal Gold, Inc. and GBR, and the Board of Directors of GBR has resolved to recommend that the shareholders of GBR approve the Acquisition. All of the directors and officers of GBR have entered into support agreements (the “Support Agreements”) to vote their shares in support of the Acquisition representing, in aggregate, approximately 10.5% of GBR shareholders.

GBR’s sole material asset is a 2.0% net smelter return royalty (the “Royalty”) that covers the entirety of the Great Bear Project in the Red Lake district of Ontario, Canada, indirectly owned and operated by Kinross Gold Corporation (“Kinross”). As part of IRC’s due diligence, IRC entered into a co-operation agreement with Kinross (the “Co-operation Agreement”) that provided IRC access to Kinross personnel and certain non-public information pertaining to the Great Bear Project. In exchange, IRC agreed to amend certain terms of the royalty agreement upon closing of the Acquisition, including providing an option to Kinross to purchase a 25% interest in the Royalty for an amount equal to 25% of IRC’s purchase price of GBR, adjusted for inflation, at any time from the transaction closing date until the earlier of a construction decision for the Great Bear Project and 10 years after the transaction closing date.

“I am pleased to announce this friendly transaction with Great Bear Royalties Corp., which provides Royal Gold exposure to Canada’s newest major gold discovery, the Great Bear Project,” commented Bill Heissenbuttel, President and CEO of Royal Gold. “The Royalty represents one of the few royalty interests that meets all the characteristics we seek in our investments, namely the high quality of management, project and jurisdiction. Our unique approach to the transaction allowed us to work closely with Kinross to understand the technical aspects of the Great Bear Project and their vision for the development of what I believe will be a top tier asset in terms of production and mine life, and one that will provide significant value to Royal Gold shareholders over the long term.”

Calum Morrison, President and Chief Executive Officer of GBR commented “Our Board is very pleased with this attractive premium and unanimously recommends that GBR shareholders approve the Acquisition. We look forward to working with Royal Gold to complete the transaction.”

Acquisition Highlights

  • Cash acquisition of life of mine royalty provides Royal Gold shareholders with full participation in project upside: The Royalty covers the entire 9,140 hectare project area without stepdowns or caps, and funding of the Acquisition using available cash provides Royal Gold shareholders with full exposure to exploration and production success without equity dilution.
  • Emerging world class gold project with long-term growth potential: The Great Bear Project is Canada’s newest major gold discovery. Kinross has stated that it currently envisions a high-grade open pit followed by a sizeable bulk-tonnage underground operation at the LP Fault Zone, with the potential for further underground operations in areas of higher-grade Red Lake-style mineralization.
  • Excellent exploration prospectivity on a large and underexplored land package: The Great Bear Project land package is contiguous and hosts multiple zones of high-grade mineralization that remain open on strike and at depth. The LP Fault Zone hosts high-grade mineralization within a lower-grade mineralized halo over a 10.8 kilometer strike length and is open along strike and at depth, and several additional targets with vein-hosted high-grade gold mineralization have been identified by Kinross.
  • High-quality counterparty: Kinross is a well-capitalized senior gold miner and Royal Gold believes that Kinross has the technical experience and resources required to responsibly and sustainably develop the Great Bear Project to its fullest potential.
  • Low-risk and established mining jurisdiction: The Great Bear Project is located approximately 25 kilometers from the town of Red Lake, Ontario, an established mining center with skilled labor and excellent power and transportation infrastructure.
  • Unique transaction approach allowed independent validation and risk-assessment of project potential: The Kinross Co-operation Agreement provided IRC with non-public information that allowed IRC to complete a thorough and independent review of Kinross’ internal estimates of mineralization, exploration upside, and development plans.

Royalty Details

The Royalty is a 2.0% net smelter return royalty that includes all metals produced from contiguous claims covering 9,140 hectares and will be registered on title to the relevant claims after closing of the Acquisition. Royalty payments will be made quarterly with applicable standard deductions.

Kinross will have the option to purchase a 25% interest in the Royalty (0.5% of the 2.0% royalty rate) for an amount equal to 25% of the Acquisition Price, adjusted for inflation, at any time from the transaction closing date until the earlier of a construction decision for the Great Bear Project and 10 years after the transaction closing date. The Royalty is not subject to any other stepdowns or caps that could reduce the royalty rate in the future.

Transaction Details

The transaction contemplated by the Acquisition will be completed pursuant to a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia). Full details of the Acquisition will be included in a management proxy circular that is expected to be mailed to GBR shareholders within 35 days of this press release. IRC’s obligation to acquire shares pursuant to the Acquisition is subject to certain customary conditions, including approval of: (i) 66 2/3% of the votes cast by the holders of GBR’s common shares; and; (ii) “minority approval” in accordance with Multilateral Instrument 61-101, at a special meeting of GBR shareholders to be held to consider the transaction. Subject to shareholder and court approval, the transaction is expected to close late in the third quarter or early in the fourth quarter of 2022.

IRC expects to finance the transaction using available cash and there is no financing condition.

IRC has entered into Support Agreements with all directors and officers of GBR who have agreed to vote their shares in favor of the Acquisition. The Arrangement Agreement provides IRC a customary right to match any superior proposal and includes customary non-solicitation covenants. In addition, the Arrangement Agreement requires GBR to pay a termination fee of C$7.0 million to IRC if GBR terminates the Arrangement Agreement in certain circumstances.

CIBC Capital Markets is acting as financial advisor and McCarthy Tétrault is acting as legal advisor to IRC.

Background on the Great Bear Project

The Great Bear Project is located 25 kilometers southeast of the town of Red Lake, Ontario, and comprises 9,140 hectares of contiguous claims. The project is in a well-established mining camp, is close to skilled labor and a paved highway and provincial power lines run parallel to the property. The property also hosts a network of well-maintained logging roads which facilitate year-round access to the site.

The Great Bear Project has significant exploration upside potential and Kinross has reported that 80% of the property is unexplored. The project hosts a prolific gold system and has high-potential mineralized zones remaining open along strike and at depth, with multiple avenues to unlock potential. Kinross has stated that prior to its acquisition of the Great Bear Project in early 2022, more than 340,000 meters of drilling in 794 drill holes had identified five high-grade gold discoveries. Kinross expects to complete a further 200,000 meters of drilling in 2022, has 11 diamond drills currently operating at site and has drilling results to date showing consistently wide mineralized intercepts defining large continuous zones with predictable high-grade components.

Kinross has disclosed that the most significant discovery to date at the Great Bear Project is the large-scale LP Fault Zone, which is comprised of continuous wide, moderate grade mineralization along with subparallel high-grade gold lenses, forming a broad 200 to 400 meter wide envelope of stacked zones, hosted in metamorphosed felsic volcanic and sedimentary units. LP Fault Zone drilling has identified gold mineralization along 10.8 kilometers of strike length down to a depth of 786 meters and remains open along strike and at depth. A subsection of the LP Fault Zone measuring approximately 4.6 kilometers on strike and to a depth of 500 meters has been the focus of drilling to date at approximately 50 to 150 meter drill spacing. According to Kinross, the LP Fault Zone has similar geological features to Barrick Gold Corporation’s large Hemlo deposit, which has produced more than 20 million ounces of gold and has been operating continuously for more than 30 years.

Further according to Kinross, the nearby Hinge, Limb, Midwest and Arrow gold zones are more characteristic of mineralization at mined deposits in Red Lake, and comprise high-grade gold-bearing quartz veins and silica-sulphide replacement zones hosted by metamorphosed mafic volcanic units.

Kinross has disclosed that it is currently undertaking a comprehensive exploration and development program at the Great Bear Project. The program aims to support Kinross’ vision of a large, long-life mining complex, which envisions an initial high-grade open-pit mine and potentially a longer-term, sizeable underground mine. Kinross also disclosed that it is advancing a three-pronged plan to demonstrate the project’s overall longer-term potential that includes:

  1. 200,000 meters of planned drilling in 2022 at the LP Fault Zone,
  2. Continuing exploration outside the Central area of the LP Fault zone, which remains open along strike and at depth, to understand its potential to support a sizeable and long-life underground operation, and
  3. Opportunistically exploring the Red Lake-style satellite deposits, including definition drilling at the Limb, Hinge and Midwest high-grade targets, along with high-potential new discoveries. Kinross also plans to maintain regional claims in good standing and elevate some areas to drill target status.

In addition, Kinross has also reported that it continues to expand its local community outreach and engagement program, with a focus on the Wabauskang and Lac Seul First Nations, on whose traditional territories the project is located.

Kinross has indicated that the latest results continue to support its view that the LP Fault Zone is a high-grade, world-class deposit that underpins the prospect of a large, long-life mining complex. Kinross expects to declare the initial resource estimate for the LP Fault Zone as part of its 2022 year-end results and plans to commence a pre-feasibility study in 2023.

Background on Kinross

Kinross is a well-capitalized Canadian-based global senior gold mining company with mines and projects in the United States, Brazil, Mauritania, Chile, and Canada.

Corporate Profile

Royal Gold is a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties and similar production-based interests. As of June 30, 2022, the Company owned interests on 185 properties on five continents, including interests on 41 producing mines and 19 development stage projects. Royal Gold is publicly traded on the Nasdaq Global Select Market under the symbol “RGLD.” The Company’s website is located at www.royalgold.com.

A presentation providing additional detail on the acquisition and the Great Bear Project can be accessed on the Royal Gold website under Investors / Events and Presentations at: Great Bear Royalties Acquisition

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements about the benefits of the transaction; the structure and financing of the Acquisition; the completion of the Acquisition pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia); disclosure of the details of the Acquisition in a management proxy circular; the timing of the mailing of the management proxy circular; the timing of the closing of the Acquisition; amendment of the Royalty to provide for the Kinross Option; registration on title of the Royalty; and the timing of royalty payments.”

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, the ability to obtain the approval of the transaction by GBR stockholders; the risk that GBR may be unable to obtain court approval required for the transaction or that court approval may delay the transaction; the risk that an event, change or other circumstance could give rise to the termination of the Arrangement Agreement; the risk that a condition to closing of the transaction may not be satisfied; the risk that any announcement relating to the transaction could have adverse effects on the market price of Royal Gold’s common stock; the risk of litigation related to the transaction; the diversion of management time from ongoing business operations due to transaction-related issues; the volatility in commodity price for gold; competition, government regulation or other actions; public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; the ability of Kinross to execute its plans for the Great Bear Project; Kinross’ ability to identify and mitigate the risks and hazards inherent in operating the Great Bear Project; and other risks detailed in Royal Gold’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at royalgold.com and on the Securities and Exchange Commission website at http://www.sec.gov. Other unpredictable or unknown factors not discussed in this release could also have material adverse effects on forward looking statements.

Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

Statement Regarding Third-Party Information

Certain information in this press release is based on publicly available information reported by Kinross. Royal Gold has not verified, and is not in a position to verify, and expressly disclaims any responsibility for the accuracy, completeness or fairness of any such third-party information and refers the reader to the Kinross disclosures.



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