Dundee Corporation Signs Deal in Partnership With Aura Minerals to Develop and Participate in Future Cash Flows From the Borborema Mine
19 Avril 2022 - 2:12PM
Dundee Corporation (TSX: DC.A) (the “Corporation”
or “Dundee”) today announces its wholly-owned subsidiary, Dundee
Resources Limited (“Dundee Resources”), has entered into a binding
Cooperation and Commitment Deed with Aura Minerals Inc. (TSX: ORA)
(“Aura”) that will see Dundee Resources, a 19.3 percent shareholder
in Big River Gold Limited (ASX: BRV) (“Big River”), retain a 20.0
percent interest in Big River through a joint venture arrangement
with Aura, subject to certain conditions. In conjunction with this
announcement, Aura unveils plans to acquire 100 percent of Big
River.
Transaction Highlights
- Aura to acquire 100 percent of Big River and form an
80/20 percent joint venture with Dundee Resources.
- Big River shareholders (other than Dundee Resources) to
receive A$0.36 in cash consideration for each Big River share held,
which values Big River at a purchase price of approximately A$91.7
million (on a fully diluted, equity basis).
- Dundee Resources, a 19.3 percent Big River shareholder,
has executed a binding Cooperation and Commitment Deed with Aura
pursuant to which Dundee Resources will (subject to certain
conditions) ultimately retain a 20.0 percent indirect interest in
Big River and the Borborema Gold Project.
- Proposed Aura transaction is unanimously supported by
the Big River Independent Board Committee, in the absence of a
superior proposal and subject to an independent expert concluding
that the transaction is in the best interests of Big River
shareholders.
Upon completion of the acquisition of Big River
by Aura, Aura’s and Dundee Resources’ joint venture interest in Big
River will be held through an intermediate holding company (“Aura
JVCo”). Dundee Resources has agreed to receive shares in Aura JVCo
(the “Transaction”), subject to certain conditions, in lieu of cash
consideration, in exchange for its holdings of Big River shares.
Following closing of the Transaction, it is expected that Dundee
Resources will ultimately hold an indirect 20.0 percent equity
interest in Big River. Dundee Resources may elect to receive the
cash consideration in lieu of share consideration in limited
situations, allowing Aura to acquire 100 percent control of Big
River.
Jonathan Goodman, President and Chief Executive
Officer of Dundee Corporation, commented:
“I am pleased to announce this deal for the
company and its shareholders to participate directly in the future
cash flows of a high-quality, development stage mining project in
Brazil. We look forward to working closely with Aura Minerals, an
exceptional and responsible operator with a great deal of
experience and success working in Brazil, to develop the
fully-permitted Borborema Gold Project.”
Mr. Goodman continued, “This transaction
represents a significant milestone as it is the next phase for
Dundee in affecting our strategy as a trusted capital provider and
partner in the mining industry. We can unlock value for our
shareholders in projects that we believe are mispriced in the
public market by more direct participation in the operation. We are
looking forward to leveraging the collective depth and breadth of
experience of our team of technical and financial experts as we
embark on this next chapter for Dundee Corporation. It is our
belief that our direct 20 percent investment in the operation will
deliver long-term value to our shareholders.”
A copy of the Co-operation and Commitment Deed
has been released to ASX under Form 603 (Notice of Initial
Substantial Holder).
Big River shareholders will be asked to approve the transaction
with Aura at a shareholder meeting which is expected to be held in
July 2022, with closing of the transaction anticipated to be in or
around late July or early August 2022.
ABOUT DUNDEE CORPORATION:
Dundee Corporation is a public Canadian
independent holding company, listed on the Toronto Stock Exchange
under the symbol “DC.A”. Through its operating subsidiaries, Dundee
Corporation is an active investor focused on delivering
long-term, sustainable value as a trusted partner in the mining
sector with more than 30 years of experience making accretive
mining investments.
FORWARD-LOOKING STATEMENTS:
This press release may contain forward-looking
information within the meaning of applicable securities
legislation, which reflects Dundee Corporation’s current
expectations regarding future events, including but not limited to,
the joint venture with Aura, the possibility of electing to receive
cash in connection with Aura’s acquisition of Big River, Big
River’s shareholder approval and the future development of the
Borborema Gold Project. Forward-looking information is based on a
number of assumptions and is subject to a number of risks and
uncertainties, many of which are beyond Dundee Corporation’s
control, which could cause actual results and events to differ
materially from those that are disclosed in or implied by such
forward-looking information. Such risks and uncertainties include,
but are not limited to, regulatory approval, shareholder approval,
Big River not pursuing alternative transactions, the election of
Dundee to receive cash consideration in lieu of receiving shares of
Aura JVCo and the other factors discussed under “Risk Factors” in
the Annual Information Form of Dundee Corporation and subsequent
filings made with securities commissions in Canada. Dundee
Corporation does not undertake any obligation to update such
forward-looking information, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Investor and Media RelationsT: (416) 864-3584E:
ir@dundeecorporation.com
Aura Minerals (TSX:ORA)
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