TORONTO, March 15, 2019 /CNW/ - Continental Gold Inc. (TSX:CNL; OTCQX:CGOOF) ("Continental" or the "Company") is pleased to announce that it has obtained a US$175 million financing package (collectively, the "Financing Package") consisting of (i) US$75 million of unsecured convertible debentures ("the Debentures") being issued to certain investors, including a US$50 million Debenture from Newmont Mining Corporation ("Newmont"), and (ii) a US$100 million gold and silver stream (the "Stream") from Triple Flag Mining Finance Bermuda Ltd. ("Triple Flag"). Proceeds from the Financing Package will be used for general and working capital purposes and toward construction, commissioning and start-up of the Company's Buriticá Project located in Antioquia, Colombia. The Company has also agreed with RK Mine Finance to make certain amendments to its existing credit agreement in respect of the security documents in connection with the Stream.
Unsecured Convertible Debenture
- Aggregate US$75 million unsecured 5-year and 2-month Debentures with a 5% interest rate payable semi-annually in arrears.
- Each of the Debentures will be convertible at the holder's option into common shares of the Company (the "Shares") at a conversion price of C$3.00 per Share (the "Conversion Price"), representing a 27.1% premium to the 30-day volume weighted average share price ("VWAP") on the Toronto Stock Exchange ("TSX"). Assuming full conversion of the Debenture issued to Newmont only, Newmont's ownership in the Company would increase to approximately 28%.
- Each of the Debenture holders agree not to engage in any short sales or other similar transactions with respect to all aspects of the Debenture.
- The Company has the option to redeem all, but not less than all, of the Debentures, at a redemption price equal to 100% of the principal amount then outstanding, plus all accrued and unpaid interest, if the closing price of the Shares on the TSX is at least 130% of the Conversion Price for each of the 20 trading days before a notice of redemption is delivered to the holders, subject to the terms of the Debentures (including the right of holders to convert prior to redemption).
Gold and Silver Stream
- US$100 million subordinated secured 2.1% gold and 100% silver stream on the Buriticá Project, where payable silver is deemed to be 1.84 ounces of payable silver for each ounce of payable gold.
- Ongoing payments of 10% and 5% of the spot price of gold and silver, respectively.
- Full buyback option, on or before December 31, 2021, of the entire gold stream for US$80 million, less any gold stream net cash flows received as at the time of buyback.
- Closing and funding of the Stream deposit is subject to customary closing conditions.
Maxit Capital acted as financial adviser to Continental Gold with respect to the Stream transaction.
About Triple Flag
Triple Flag Mining Finance Bermuda Ltd. primarily targets precious metal streaming and royalty investments in the mining sector, with backing by Elliott Management Corporation, an experienced global investment firm with more than US$35 billion of assets under management. Triple Flag's focus is on being a leading sought-after long-term funding partner to mining companies throughout the commodity cycle. Triple Flag has committed nearly US$1 billion to the mining sector in less than three years. For more information, visit http://www.tripleflagmining.com.
About Newmont Mining Corporation
Newmont is a leading gold and copper producer. The Company's operations are primarily in the United States, Australia, Ghana, Peru and Suriname. Newmont is the only gold producer listed in the S&P 500 Index and was named the mining industry leader by the Dow Jones Sustainability World Index in 2015, 2016, 2017 and 2018. The Company is an industry leader in value creation, supported by its leading technical, environmental, social and safety performance. Newmont was founded in 1921 and has been publicly traded since 1925.
About Continental Gold
Continental Gold Inc. is an advanced-stage exploration and development company with an extensive portfolio of 100%-owned gold projects in Colombia. Formed in April 2007, the Company – led by an international management team with a successful track record of discovering and developing large high-grade gold deposits in Latin America – is focused on advancing its fully-permitted high-grade Buriticá gold project to production with first gold pour on track for early 2020.
For information on the Buriticá Project, please refer to the technical report, prepared in accordance with NI 43–101, entitled "Buriticá Project NI 43–101 Technical Report Feasibility Study, Antioquia, Colombia" and dated March 29, 2016 with an effective date of February 24, 2016, led by independent consultants JDS Energy & Mining Inc. The technical report is available on SEDAR at www.sedar.com, on the OTCQX at www.otcmarkets.com and on the Company website at www.continentalgold.com. Additional details on Continental Gold's suite of gold exploration properties are also available at www.continentalgold.com.
This news release contains or refers to forward–looking information under Canadian securities legislation, including statements regarding the development, construction and working capital requirements of the Buriticá project, timing of first gold pour, completion of the issuance of the Debentures, completion of the stream transaction with Triple Flag, completion of the amendments to the RK Mine Finance credit agreement and related security documents and future plans and objectives of the Company, and is based on current expectations that involve a number of significant business risks and uncertainties. Forward–looking statements are subject to other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward–looking statements. Factors that could cause actual results to differ materially from any forward–looking statement include, but are not limited to, an inability to advance the Buriticá project to the next level, failure to convert estimated mineral resources to reserves, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Specific reference is made to the most recent Annual Information Form on file with Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward–looking statements. All of the forward–looking statements made in this news release are qualified by these cautionary statements, and are made as of the date hereof. The Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.