December
06, 2024
Vancouver, British
Columbia
Wheaton
Precious Metals Announces the Acquisition of a
Gold
Stream from Allied Gold's Kurmuk Project
Vancouver, British Columbia -
Wheaton Precious Metals™ Corp. ("Wheaton" or the "Company")
is pleased to announce that its wholly-owned
subsidiary, Wheaton Precious Metals International Ltd. ("WPMI") has
entered into a definitive Precious Metals Purchase Agreement (the
"Gold Stream") with Allied Gold Corporation and its wholly owned
subsidiary Allied Gold Services Inc. (together, "Allied"), in
respect of the Kurmuk Project located in Ethiopia (the "Project" or
"Kurmuk").
"Wheaton is pleased to announce a
streaming agreement with Allied to advance the construction of the
Kurmuk project, which is set to be the first commercial gold mine
in Ethiopia," said Randy Smallwood, President and CEO of Wheaton
Precious Metals. "This fully permitted, high quality development
project offers significant exploration potential, supported by a
team at Allied with a proven operating track record. We are excited
to partner with Allied to unlock opportunities that empower the
local communities and help drive the growth of Ethiopia's emerging
metals and mining sector."
"We are delighted to partner with
Wheaton on this streaming financing. This began as a multi-party
process although it soon became apparent to us that Wheaton would
be our partner of choice. They conducted detailed and extensive
diligence, were supportive of our efforts, worked with us in
evaluating and considering optimization opportunities and
recognized the inherent value of our Kurmuk project, a value that
we believe significantly exceeds the value implied in our share
price. We take our sustainability programs seriously, and it was a
delight to see Wheaton not only support these programs but provide
suggested improvements. We also welcome Wheaton as a shareholder
with a share position acquired in Allied's recent overnight
marketed equity financing." commented Peter Marrone, Chairman and
CEO of Allied Gold Corporation. "The stream financing now allows us
to complete the gold prepay which is the final component of our
planned comprehensive financing package for the development of the
Kurmuk project. The gold prepay is expected to be led by the
lending syndicate for Allied's revolving credit facility, with
proceeds available to Allied following the completion of the stream
financing. We expect the Kurmuk mine will become one of the more
significant precious metal mines in the world delivering
significant production and cash flow following its
construction."
Transaction
Key Terms
(All values in US$ unless otherwise
noted)
§ Gold Stream Upfront
Consideration: WPMI will pay Allied
total upfront cash consideration of US$175 million (the "Deposit")
in four equal installment payments during construction, subject to
certain customary conditions.
§ Streamed Metal:
WPMI will purchase 6.7% of the payable gold until
a total of 220 thousand ounces ("Koz") of gold has been delivered,
at which point WPMI will purchase 4.8% of the payable gold for the
life of mine. During any period in which debt exceeding US$150
million ranks ahead of the Gold Stream, the stream percentage
increases to 7.15% and decreases to 5.25% once the drop-down
threshold is reached. Payable gold is calculated using a fixed
payable factor of 99.95%.
§ Production
Profile1: Attributable
Gold Stream production is forecast to average over 16 Koz of gold
per year for the first ten years of production. The Project is
forecast to have an 11-year mine life based on reserves alone with
additional upside from resources and significant exploration
potential. First production is anticipated in mid-2026.
§ Production
Payments: WPMI will make ongoing
payments for the gold ounces delivered equal to 15% of the spot
price of gold
§ Incremental Reserves and
Resources[1]: The
addition of the Kurmuk Project will increase Wheaton's total
estimated Proven and Probable Mineral gold reserves by 0.18 million
ounces ("Moz"), Measured and Indicated Mineral gold resources by
0.03 Moz and Inferred gold resources by 0.02 Moz.
§ Other
Considerations:
o The
Gold Stream will include a customary completion test based on
expected gold production and expected mining rates.
o WPMI
has obtained a right of first refusal on any future precious metal
streams, royalties, prepays or similar transactions relative to the
Kurmuk Project.
o In
the event of a change of control prior to the earlier of completion
and January 1, 2027, Allied will have an option to buyback one
third of the stream.
o The
Gold Stream will cover the existing mining license for the Kurmuk
Project and until 255Koz of payable gold are delivered to WPMI, an
additional 50km radius around the mining license.
o Allied and certain subsidiaries will provide WPMI with
corporate guarantees and certain other security. Other Allied
subsidiaries will provide guarantees and security in respect of the
Sadiola Mine pending the delivery of certain Kurmuk related
security.
o Allied is expected to comply in all material respects with the
International Finance Corporation's Performance Standards on
Environmental and Social Sustainability, the Voluntary Principles
on Security and Human Rights, the Global Industry Standard on
Tailings Management, and WPMI's Partner/Supplier Code of Conduct,
which outlines Wheaton's expectations in regard to environmental,
social and governance ("ESG") matters.
o The
Company participated in Allied's equity financing completed on
October 18, 2024 in the amount of C$20.15 million, with gross
proceeds totalling C$221 million.
Financing
the Transactions
As at September 30, 2024, the
Company had approximately $694 million of
cash on hand and believes that when combined with the liquidity
provided by the available credit under the $2 billion revolving
term loan and ongoing operating cash flows, WPMI is well positioned
to fund the acquisition of the Gold Stream as well as all
outstanding commitments and known contingencies and provides
flexibility to acquire additional accretive mineral stream
interests.
About
Allied and the Kurmuk Project
Allied Gold Corporation (TSX: AAUC,
OTCQX: AAUCF) is an international gold mining company with a
diversified portfolio of long-life assets that have significant
near-term growth upside.
The Kurmuk Project is an advanced
stage development project in the Benishangul-Gumuz region of
Ethiopia. The project involves a two-phase development plan
requiring a total capital investment of approximately $500 million.
The initial phase of early works was completed mid-2024, and Allied
anticipates capital expenditures to reach approximately $100
million in 2024. Construction activities are progressing well to
date and the project remains on schedule with production expected
to begin by the second quarter of 2026. The project aims to achieve
an average annual gold production of approximately 270Koz over the
first five years and sustain an average of over 240Koz annually
over a 10-year mine life, at All-in sustaining costs of
approximately $1000 per ounce. The current project design
encompasses the Dish Mountain and Ashashire deposits, with numerous
exploration targets across the Kurmuk Project's expansive 1,450 km²
exploration territory.
Attributable Gold Mineral Reserves and Mineral Resources -
Kurmuk Project
Category
|
Tonnage
Mt
|
Grade Au
g/t
|
Contained
Au Moz
|
|
|
|
|
Proven
|
1.5
|
1.51
|
0.07
|
|
|
Probable
|
2.6
|
1.35
|
0.11
|
|
|
P&P
|
4.1
|
1.41
|
0.18
|
|
|
Measured
|
0.2
|
1.30
|
0.01
|
|
|
Indicated
|
0.5
|
1.35
|
0.02
|
|
|
M&I
|
0.6
|
1.34
|
0.03
|
|
|
Inferred
|
0.4
|
1.62
|
0.02
|
|
|
Notes on Mineral Reserves &
Mineral Resources:
1. All Mineral Reserves
and Mineral Resources have been estimated in accordance with the
2014 Canadian Institute of Mining, Metallurgy and Petroleum (CIM)
Standards for Mineral Resources and Mineral Reserves and National
Instrument 43-101 - Standards for Disclosure for Mineral Projects
("NI 43-101").
2. Mineral Reserves and
Mineral Resources are reported above in millions of metric tonnes
("Mt"), grams per metric tonne ("g/t") and millions of ounces
("Moz").
3. Qualified persons
("QPs"), as defined by the NI 43-101, for the technical information
contained in this document (including the Mineral Reserve and
Mineral Resource estimates) are:
a. Neil Burns, M.Sc.,
P.Geo. (Vice President, Technical Services); and
b. Ryan Ulansky,
M.A.Sc., P.Eng. (Vice President, Engineering),
both employees of the Company (the
"Company's QPs").
4. The Mineral Resources
reported in the above tables are exclusive of Mineral
Reserves.
5. Mineral Resources,
which are not Mineral Reserves, do not have demonstrated economic
viability.
6. Kurmuk Project
Mineral Reserves and Mineral Resources are reported as of December
31, 2023.
7. Kurmuk Project
Mineral Reserves are reported above gold grade cut-offs ranging
from 0.30 to 0.45 grams per tonne assuming $1,500 per ounce
gold.
8. Kurmuk Project
Mineral Resources are reported above a gold grade cut-off of 0.5
grams per tonne assuming a gold price of $1,800 per
ounce.
9. The Gold Stream
provides that Allied will deliver gold equal to 6.7% of the payable
gold until a total of 220 Koz of gold has been delivered, subject
to adjustment if there are delays in deliveries relative to an
agreed schedule, then 4.8% of the payable gold for the life of the
mine.
Neil Burns, P.Geo., Vice President,
Technical Services for Wheaton Precious Metals and Ryan Ulansky,
P.Eng., Vice President, Engineering, are a "qualified person" as
such term is defined under National Instrument 43-101, and have
reviewed and approved the technical information disclosed in this
news release (specifically Mr. Burns has reviewed mineral resource
estimates and Mr. Ulansky has reviewed the mineral reserve
estimates).
About Wheaton Precious Metals
Wheaton is the world's premier
precious metals streaming company with the highest-quality
portfolio of long-life, low-cost assets. Its business model offers
investors commodity price leverage and exploration upside but with
a much lower risk profile than a traditional mining company.
Wheaton delivers amongst the highest cash operating margins in the
mining industry, allowing it to pay a competitive dividend and
continue to grow through accretive acquisitions. As a result,
Wheaton has consistently outperformed gold and silver, as well as
other mining investments. Wheaton is committed to strong ESG
practices and giving back to the communities where Wheaton and its
mining partners operate. Wheaton creates sustainable value through
streaming for all of its stakeholders.
For further information, please
contact:
Wheaton Precious Metals:
Emma Murray
Vice President, Investor
Relations
Tel: 1-844-288-9878
Email: info@wheatonpm.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of applicable
Canadian securities legislation concerning the business, operations
and financial performance of Wheaton and, in some instances, the
business, mining operations and performance of Wheaton's Precious
Metals Purchase Agreement ("PMPA") counterparties. Forward-looking
statements, which are all statements other than statements of
historical fact, include, but are not limited to, statements with
respect to:
· payment by WPMI of $175 million to Allied and the satisfaction
of each party's obligations in accordance with the Gold
Stream;
· the
receipt by WPMI of gold production in respect of the
Project;
· the
estimation of future production from the mineral stream interests
and mineral royalty interests currently owned by the Company (the
"Mining Operations") (including in the estimation of production,
mill throughput, grades, recoveries and exploration
potential);
· the
estimation of mineral reserves and mineral resources (including the
estimation of reserve conversion rates and the realization of such
estimations);
· the
commencement, timing and achievement of construction, expansion or
improvement projects by Wheaton's PMPA counterparties at Mining
Operations;
· the
payment of upfront cash consideration to counterparties under
PMPAs, the satisfaction of each party's obligations in accordance
with PMPAs and the receipt by the Company of precious metals and
cobalt production or other payments in respect of the applicable
Mining Operations under PMPAs;
· the
ability of Wheaton's PMPA counterparties to comply with the terms
of a PMPA (including as a result of the business, mining operations
and performance of Wheaton's PMPA counterparties) and the potential
impacts of such on Wheaton;
· future
payments by the Company in accordance with PMPAs, including any
acceleration of payments;
· the
costs of future production;
· the
estimation of produced but not yet delivered ounces;
· the
future sales of Common Shares under, the amount of net proceeds
from, and the use of the net proceeds from, the at-the-market
equity program;
· continued listing of the Common Shares on the LSE, NYSE and
TSX;
· any
statements as to future dividends;
· the
ability to fund outstanding commitments and the ability to continue
to acquire accretive PMPAs;
· projected increases to Wheaton's production and cash flow
profile;
· projected changes to Wheaton's production mix;
· the
ability of Wheaton's PMPA counterparties to comply with the terms
of any other obligations under agreements with the
Company;
· the
ability to sell precious metals and cobalt production;
· confidence in the Company's business structure;
· the
Company's assessment of taxes payable, including taxes payable
under the GMT, and the impact of the CRA Settlement, and the
Company's ability to pay its taxes;
· possible CRA domestic audits for taxation years subsequent to
2016 and international audits;
· the
Company's assessment of the impact of any tax
reassessments;
· the
Company's intention to file future tax returns in a manner
consistent with the CRA Settlement;
· the
Company's climate change and environmental commitments;
and
· assessments of the impact and resolution of various legal and
tax matters, including but not limited to audits
Generally, these forward-looking
statements can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"projects", "intends", "anticipates" or "does not anticipate", or
"believes", "potential", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Wheaton to be
materially different from those expressed or implied by such
forward-looking statements, including but not limited
to:
· risks
relating to the satisfaction of each party's obligations in
accordance with the terms of the Gold Stream;
· risks
associated with fluctuations in the price of commodities (including
Wheaton's ability to sell its precious metals or cobalt production
at acceptable prices or at all);
· risks
related to the Mining Operations (including fluctuations in the
price of the primary or other commodities mined at such operations,
regulatory, political and other risks of the jurisdictions in which
the Mining Operations are located, actual results of mining, risks
associated with exploration, development, operating, expansion and
improvement at the Mining Operations, environmental and economic
risks of the Mining Operations, and changes in project parameters
as Mining Operations plans continue to be refined);
· absence of control over the Mining Operations and having to
rely on the accuracy of the public disclosure and other information
Wheaton receives from the owners and operators of the Mining
Operations as the basis for its analyses, forecasts and assessments
relating to its own business;
· risks
related to the uncertainty in the accuracy of mineral reserve and
mineral resource estimation;
· risks
related to the satisfaction of each party's obligations in
accordance with the terms of the Company's PMPAs, including the
ability of the companies with which the Company has PMPAs to
perform their obligations under those PMPAs in the event of a
material adverse effect on the results of operations, financial
condition, cash flows or business of such companies, any
acceleration of payments, estimated throughput and exploration
potential;
· risks
relating to production estimates from Mining Operations, including
anticipated timing of the commencement of production by certain
Mining Operations;
· Wheaton's interpretation of, or compliance with, or
application of, tax laws and regulations or accounting policies and
rules, being found to be incorrect or the tax impact to the
Company's business operations being materially different than
currently contemplated, or the ability of the Company to pay such
taxes as and when due;
· any
challenge or reassessment by the CRA of the Company's tax filings
being successful and the potential negative impact to the Company's
previous and future tax filings;
· risks
in assessing the impact of the CRA Settlement (including whether
there will be any material change in the Company's facts or change
in law or jurisprudence);
· risks
related to any potential amendments to Canada's transfer pricing
rules under the Income Tax Act (Canada) that may result from the
Department of Finance's consultation paper released June 6,
2023;
· risks
relating to Wheaton's interpretation of, compliance with, or
application of the GMT, including Canada's GMTA and the legislation
enacted in Luxembourg, that applies to the income of the Company's
subsidiaries for fiscal years beginning on or after December 31,
2023;
· counterparty credit and liquidity risks;
· mine
operator and counterparty concentration risks;
· indebtedness and guarantees risks;
· hedging risk;
· competition in the streaming industry risk;
· risks
relating to security over underlying assets;
· risks
relating to third-party PMPAs;
· risks
relating to revenue from royalty interests;
· risks
related to Wheaton's acquisition strategy;
· risks
relating to third-party rights under PMPAs;
· risks
relating to future financings and security issuances;
· risks
relating to unknown defects and impairments;
· risks
related to governmental regulations;
· risks
related to international operations of Wheaton and the Mining
Operations;
· risks
relating to exploration, development, operating, expansions and
improvements at the Mining Operations;
· risks
related to environmental regulations;
· the
ability of Wheaton and the Mining Operations to obtain and maintain
necessary licenses, permits, approvals and rulings;
· the
ability of Wheaton and the Mining Operations to comply with
applicable laws, regulations and permitting
requirements;
· lack
of suitable supplies, infrastructure and employees to support the
Mining Operations;
· risks
related to underinsured Mining Operations;
· inability to replace and expand mineral reserves, including
anticipated timing of the commencement of production by certain
Mining Operations (including increases in production, estimated
grades and recoveries);
· uncertainties related to title and indigenous rights with
respect to the mineral properties of the Mining
Operations;
· the
ability of Wheaton and the Mining Operations to obtain adequate
financing;
· the
ability of the Mining Operations to complete permitting,
construction, development and expansion;
· challenges related to global financial conditions;
· risks
associated with environmental, social and governance
matters;
· risks
related to fluctuations in commodity prices of metals produced from
the Mining Operations other than precious metals or
cobalt;
· risks
related to claims and legal proceedings against Wheaton or the
Mining Operations;
· risks
related to the market price of the Common Shares of
Wheaton;
· the
ability of Wheaton and the Mining Operations to retain key
management employees or procure the services of skilled and
experienced personnel;
· risks
related to interest rates;
· risks
related to the declaration, timing and payment of
dividends;
· risks
related to access to confidential information regarding Mining
Operations;
· risks
associated with multiple listings of the Common Shares on the LSE,
NYSE and TSX;
· risks
associated with a possible suspension of trading of Common
Shares;
· risks
associated with the sale of Common Shares under the at-the-market
equity program, including the amount of any net proceeds from such
offering of Common Shares and the use of any such
proceeds;
· equity
price risks related to Wheaton's holding of long‑term investments
in other companies;
· risks
relating to activist shareholders;
· risks
relating to reputational damage;
· risks
relating to expression of views by industry analysts;
· risks
related to the impacts of climate change and the transition to a
low-carbon economy;
· risks
associated with the ability to achieve climate change and
environmental commitments at Wheaton and at the Mining
Operations;
· risks
related to ensuring the security and safety of information systems,
including cyber security risks;
· risks
relating to generative artificial intelligence;
· risks
relating to compliance with anti-corruption and anti-bribery
laws;
· risks
relating to corporate governance and public disclosure
compliance;
· risks
of significant impacts on Wheaton or the Mining Operations as a
result of an epidemic or pandemic;
· risks
related to the adequacy of internal control over financial
reporting; and
· other
risks discussed in the section entitled "Description of the
Business - Risk Factors" in Wheaton's Annual Information Form
available on SEDAR+ at www.sedarplus.ca and Wheaton's Form 40-F for the year ended December 31, 2023
on file with the U.S. Securities and Exchange Commission on EDGAR
(the "Disclosure").
Forward-looking statements are based
on assumptions management currently believes to be reasonable,
including (without limitation):
· the
payment of $175 million to Allied and the satisfaction of each
party's obligations in accordance with the terms of the Gold
Stream;
· that
there will be no material adverse change in the market price of
commodities;
· that
the Mining Operations will continue to operate and the mining
projects will be completed in accordance with public statements and
achieve their stated production estimates;
· that
the mineral reserves and mineral resource estimates from Mining
Operations (including reserve conversion rates) are
accurate;
· that
public disclosure and other information Wheaton receives from the
owners and operators of the Mining Operations is accurate and
complete;
· that
the production estimates from Mining Operations are
accurate;
· that
each party will satisfy their obligations in accordance with the
PMPAs;
· that
Wheaton will continue to be able to fund or obtain funding for
outstanding commitments;
· that
Wheaton will be able to source and obtain accretive
PMPAs;
· that
the terms and conditions of a PMPA are sufficient to recover
liabilities owed to the Company;
· that
Wheaton has fully considered the value and impact of any
third-party interests in PMPAs;
· that
expectations regarding the resolution of legal and tax matters will
be achieved (including CRA audits involving the
Company);
· that
Wheaton has properly considered the application of Canadian tax
laws to its structure and operations and that Wheaton will be able
to pay taxes when due;
· that
Wheaton has filed its tax returns and paid applicable taxes in
compliance with Canadian tax laws;
· that
Wheaton's application of the CRA Settlement is accurate (including
the Company's assessment that there has been no material change in
the Company's facts or change in law or jurisprudence);
· that
Wheaton's assessment of the tax exposure and impact on the Company
and its subsidiaries of the implementation of a 15% global minimum
tax is accurate;
· that
any sale of Common Shares under the at-the-market equity program
will not have a significant impact on the market price of the
Common Shares and that the net proceeds of sales of Common Shares,
if any, will be used as anticipated;
· that
the trading of the Common Shares will not be adversely affected by
the differences in liquidity, settlement and clearing systems as a
result of multiple listings of the Common Shares on the LSE, the
TSX and the NYSE;
· that
the trading of the Company's Common Shares will not be
suspended;
· the
estimate of the recoverable amount for any PMPA with an indicator
of impairment;
· that
neither Wheaton nor the Mining Operations will suffer significant
impacts as a result of an epidemic or pandemic; and
· such
other assumptions and factors as set out in the
Disclosure.
There can be no assurance that
forward-looking statements will prove to be accurate and even if
events or results described in the forward-looking statements are
realized or substantially realized, there can be no assurance that
they will have the expected consequences to, or effects on,
Wheaton. Readers should not place undue reliance on forward-looking
statements and are cautioned that actual outcomes may vary. The
forward-looking statements included herein are for the purpose of
providing readers with information to assist them in understanding
Wheaton's expected financial and operational performance and may
not be appropriate for other purposes. Any forward-looking
statement speaks only as of the date on which it is made, reflects
Wheaton's management's current beliefs based on current information
and will not be updated except in accordance with applicable
securities laws. Although Wheaton has attempted to identify
important factors that could cause actual results, level of
activity, performance or achievements to differ materially from
those contained in forward‑looking statements, there may be other
factors that cause results, level of activity, performance or
achievements not to be as anticipated, estimated or
intended.
Cautionary Language Regarding Reserves And
Resources
For further information on Mineral
Reserves and Mineral Resources and on Wheaton more generally,
readers should refer to Wheaton's Annual Information Form for the
year ended December 31, 2023, which was filed on March 28, 2024 and
other continuous disclosure documents filed by Wheaton since
January 1, 2024, available on SEDAR at www.sedar.com. Wheaton's
Mineral Reserves and Mineral Resources are subject to the
qualifications and notes set forth therein. Mineral Resources which
are not Mineral Reserves do not have demonstrated economic
viability. Numbers have been rounded as required by reporting
guidelines and may result in apparent summation
differences.
Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred
Resources: The information contained
herein has been prepared in accordance with the requirements of the
securities laws in effect in Canada, which differ from the
requirements of United States securities laws. The Company reports
information regarding mineral properties, mineralization and
estimates of mineral reserves and mineral resources in accordance
with Canadian reporting requirements which are governed by, and
utilize definitions required by, Canadian National Instrument
43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101")
and the Canadian Institute of Mining, Metallurgy and Petroleum (the
"CIM") - CIM Definition Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council, as amended (the "CIM
Standards"). These definitions differ from the definitions adopted
by the United States Securities and Exchange Commission ("SEC")
under the United States Securities Act of 1933, as amended (the
"Securities Act") which are applicable to U.S. companies.
Accordingly, there is no assurance any mineral reserves or mineral
resources that the Company may report as "proven mineral reserves",
"probable mineral reserves", "measured mineral resources",
"indicated mineral resources" and "inferred mineral resources"
under NI 43-101 would be the same had the Company prepared the
reserve or resource estimates under the standards adopted by the
SEC. Information contained herein that describes Wheaton's mineral
deposits may not be comparable to similar information made public
by U.S. companies subject to reporting and disclosure requirements
under the United States federal securities laws and the rules and
regulations thereunder. United States investors are urged to
consider closely the disclosure in Wheaton's Form 40-F, a copy of
which may be obtained from Wheaton or from
https://www.sec.gov/edgar.shtml.