All amounts expressed in US dollars unless otherwise indicated.
TORONTO, May 26, 2015 — Barrick Gold Corporation (NYSE:ABX)(TSX:ABX) (“Barrick” or “the company”) today announced that it has formed a strategic partnership with leading Chinese mining company Zijin Mining Group Co., Ltd (“Zijin”).
As a first step, Zijin will acquire 50 percent of Barrick (Niugini) Limited (“BNL”), the company which owns 95 percent of and manages the Porgera Joint Venture gold mine in Papua New Guinea. In addition, Barrick and Zijin have signed a long-term strategic cooperation agreement which outlines the intent of both companies to collaborate on future projects and joint investments, leveraging the strengths of each company.
“A twenty-first century mining company with global reach and the intention to become an industry leader must, by definition, have a distinctive relationship with China. This is particularly true in our industry, where China has become both the largest producer and consumer of gold, and a major source of capital and expertise for the mines of the future,” said Barrick Chairman John L. Thornton. “Our partnership with Zijin is the first step in a long-term strategic relationship with one of China’s leading mining companies—a multi-faceted partnership that will provide significant opportunities to work together on an ongoing basis as we continue to create value for our respective owners.”
“A strategic partnership with Barrick is an excellent fit for Zijin and a powerful combination as we look to expand our business globally outside of China. Our companies have complementary expertise and experience and share a common vision for creating long-term value for our owners,” said Zijin Chairman Chen Jinghe. “Barrick has strong international operating presence and experience as well as many of the best assets in the gold industry, while we have unrivaled access to the Chinese market, including distinctive engineering and construction management capabilities and advanced technology. We are excited to leverage our competitive strengths together, to start with at Porgera, while exploring additional joint opportunities for the future.”
By partnering with Zijin, Barrick advances two fundamental objectives set out as part of the company’s “back to the future” strategy. The first is to strengthen the company’s balance sheet; the proceeds from the transaction will be used to pay down debt. The second is to form strategic partnerships that will create long-term value for all stakeholders.
Details of the Porgera transaction
Zijin and Barrick recognize the significant potential that exists at Porgera. Combining Barrick’s experience and track record of operating success in Papua New Guinea with Zijin’s strong cost management capabilities will help to unlock the full value of this mine for the benefit of all stakeholders.
Zijin will pay $298 million in cash for a 50 percent interest in BNL. The transaction is expected to be completed in the third quarter of 2015 and is subject to customary closing conditions.
Under the new structure, Barrick and Zijin will jointly control BNL (the manager of the Porgera Joint Venture), and BNL will have a joint Barrick-Zijin Board of Directors consisting of three Barrick nominees and three Zijin nominees. One party will nominate the Executive Managing Director, taking primary responsibility for operations of the mine, and the other party will nominate the Chairman of the Board of Directors and the Deputy Managing Director.
In order to ensure continuity of operations and demonstrate Barrick’s ongoing commitment to its stakeholders in Papua New Guinea, the current BNL management team will remain in place, with incumbent Executive General Manager, Greg Walker, nominated by Barrick as the first Executive Managing Director, while Zijin will nominate the first Chairman of the Board and Deputy Managing Director. Zijin’s role in BNL’s management of the Porgera Joint Venture is expected to grow over time as the company gains experience operating in Papua New Guinea.
Barrick looks forward to working with Zijin to realize the full potential of the Porgera mine, where both companies see significant value creation opportunities. Both Barrick and Zijin are committed to working with local communities and other partners in Papua New Guinea to ensure the Porgera mine generates value for all of its stakeholders for many years to come.
Credit Suisse is acting as financial advisor to Barrick. Davies Ward Phillips & Vineberg LLP and Herbert Smith Freehills LLP are acting as legal counsel to Barrick.
Details of the strategic cooperation agreement
As part of the strategic cooperation agreement, Barrick and Zijin will explore long-term opportunities to collaborate on future projects. Substantial synergies and value may be realized by bringing to Barrick the expertise and relationships that Zijin offers, including low-cost capital from Chinese institutions, leading Chinese engineering and construction skills, and Chinese machinery, equipment and other critical suppliers that meet world-class standards of quality at competitive costs. BNL will continue to honor its contracts with local suppliers at the Porgera Joint Venture. As opportunities for major projects arise in the future, Barrick and Zijin may agree to develop the mine together if it is considered in the best interests of both companies.
Barrick (Niugini) Limited is the manager of and holds a 95 percent participating interest in the Porgera Joint Venture. The remaining five percent participating interest is held by Mineral Resources Enga Limited and is divided between the Enga Provincial government (2.5 percent) and local landowners (2.5 percent). Barrick’s share of gold production from the Porgera mine in 2014 was 493,000 ounces at all-in sustaining costs of $996 per ounce1. Production for 2015 is expected to be 500,000-550,000 ounces of gold at all-in sustaining costs of $1,025-$1,125 per ounce (95 percent share)2. At the end of 2014, Barrick had 3.0 million ounces of proven and probable gold reserves and 4.1 million ounces of measured and indicated gold resources at the Porgera mine (95 percent share)3.
Started from Zijinshan Gold Mine in 1993, Zijin Mining Group Co., Ltd (“Zijin”) has developed an extensive portfolio of gold, copper, lead and zinc, tungsten, iron and other base metals over the past 20 years, with gold being its main focus. Zijin has become a large mining group specializing in gold and mineral resource exploration and production with subsidiaries in more than 20 provinces, municipalities, autonomous regions across China and seven countries. Listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, Zijin ranked number 117 on the Forbes List of the Top 500 Chinese enterprises in 2014.
Telephone: +1 416 307-7422
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1. All-in sustaining costs per ounce is a non-GAAP financial performance measure with no standard meaning under IFRS. For further information and detailed reconciliations, see pages 83-89 of Barrick’s Fourth Quarter and Year-End 2014 Report.
2. 2015 guidance is based on gold and oil price assumptions of $1,200/oz and $50/bbl, respectively, and a AUS:US exchange rate of 0.80:1.
3. Calculated in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities. For a breakdown and additional details on tonnes, grade and ounces, see pages 26-33 of Barrick’s 2014 Annual Information Form.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in this press release, including any information as to our strategy, projects, plans or future financial or operating performance, constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “expect”, “intend”, “project”, “continue”, “potential”, “may”, “will”, “could” and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: fluctuations in the spot and forward price of gold, copper or certain other commodities; changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of property and political or economic developments in Papua New Guinea and other jurisdictions in which the company does or may carry on business in the future; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary permits and approvals; diminishing quantities or grades of reserves; operating or technical difficulties in connection with mining or development activities, including disruptions in the maintenance or provision of required infrastructure and information technology systems; damage to the company’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to the company’s handling of environmental matters or dealings with community groups, whether true or not; the speculative nature of mineral exploration and development; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; fluctuations in the currency markets; litigation; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; our ability to successfully complete transactions; and employee relations. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion, copper cathode or gold or copper concentrate losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Specific reference is made to the most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements.