Meridian Mining Plc press release
SANDSTORM GOLD ROYALTIES ANNOUNCES US$1.1 BILLION PORTFOLIO TRANSFORMATION THROUGH ACQUISITIONS OF NOMAD ROYALTY COMPANY AND BASECORE PORTFOLIO
TSX - Toronto Stock Exchange · Gold · Copper · Silver · Zinc · Lead · Manganese · Iron · Tin · United Kingdom
Canada NewsWire
DESIGNATED NEWS RELEASE
VANCOUVER, BC , May 2, 2022 /CNW/ - Sandstorm Gold Ltd. ("Sandstorm Gold Royalties", "Sandstorm" or the "Company") (NYSE: SAND, TSX: SSL) is pleased to announce the growth of its portfolio of assets through the following transactions:
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Nomad Royalty Company Acquisition: Sandstorm and Nomad Royalty Company Ltd. (NYSE: NSR, TSX: NSR) ("Nomad") have entered into a definitive agreement (the "Arrangement Agreement") whereby Sandstorm will acquire all of the issued and outstanding common shares of Nomad ("Nomad Shares") pursuant to a plan of arrangement under the _Canada Business Corporations Act _(the "Nomad Acquisition"). The implied equity value of the Nomad Acquisition is approximately $590 million (approximately C$755 million ). BaseCore Metals Royalty Package: Sandstorm has agreed to acquire nine royalties and one stream (the "Royalty Package") from BaseCore Metals LP ("BaseCore") for total consideration of $525 million , payable as to $425 million in cash and $100 million in common shares of the Company (the "Sandstorm Shares") (the "BaseCore Transaction", and together with the Nomad Acquisition, the "Transactions"). Concurrent with the BaseCore Transaction, Sandstorm has partnered with Royalty North Partners Ltd. ("Horizon Copper", "Horizon" or "RNP") to sell a portion of a copper royalty acquired in the BaseCore Transaction and retain a silver stream on the asset.
All figures are in U.S. dollars unless otherwise noted.
TRANSFORMATIVE TO SANDSTORM
Considerable Upsize to Sandstorm's Scale: The Transactions are expected to substantially increase the Company's scale and size, cementing Sandstorm's status as the largest 1 , highest-growth, and most liquid mid-tier royalty and streaming company. Precious Metals Focused with Exceptional Assets: The addition of several high-quality and low-cost assets fortifies Sandstorm's focus on gold, silver, and copper exposure. By 2025, Sandstorm's revenue is expected to be nearly 90% precious metals 2 . Highest Growth Amongst Peers : Sandstorm expects its production to grow more than 85% between 2022 and 2025, positioning the Company with the highest growth amongst peers 3 . The Transactions add several development stage assets contributing to this growth including Greenstone, Platreef, and Cortez (Robertson deposit). Industry Leading Portfolio Diversification: On completion of the Transactions, Sandstorm's resulting portfolio will total 260 streams and royalties, of which 39 of the underlying assets will be cash-flowing with no asset contributing more than 15% to the Company's consensus net asset value. Increase to Long-term Guidance: The Transactions increase Sandstorm's 2022 production guidance by approximately 22% from 65,000–70,000 gold equivalent ounces ("GEO") to 80,000–85,000 GEO 2 and increase long-term production guidance by 55% from 100,000 GEO to 155,000 GEO 2 in 2025. Strengthening Sandstorm's Partnership with Horizon Copper: Furthering Sandstorm's strategy to acquire precious metal streams on high-quality copper assets, Sandstorm will sell a portion of a copper royalty to Horizon and retain a silver stream, adding diversification and size to Horizon's growing copper portfolio, while increasing Sandstorm's precious metal exposure.
"These Transactions mark the next step in the strategic growth plans for Sandstorm," commented Nolan Watson , President & CEO of the Company. "Today's announcement propels the Company forward in both size and scale while solidifying Sandstorm's position amongst its peers as the highest-growth streaming and royalty company. We believe that precious metals and copper are poised to materially outperform the market in the coming years, and we are excited to provide investors with exposure to long-life, high quality, and low-cost assets focused on gold, silver and copper."
NOMAD ROYALTY ACQUISITION
Nomad is a high-growth precious metals-focused royalty company with a portfolio of 20 royalty and stream assets, of which seven are on currently producing mines (see Appendix for an overview of Nomad's assets). In 2021, the portfolio contributed $27 million in revenue and approximately 16,000 GEO. Nomad's 2021 production was derived from approximately 85% gold and silver assets, in line with Sandstorm's precious metals-focused acquisition strategy.
Sandstorm expects Nomad's production to grow to approximately 40,000 GEO by 2025, which is below current analyst expectations. Sandstorm has included assets that are currently in production, construction (Greenstone and Platreef) or at the advanced stage of development (Robertson) in the 2025 production figure. Based on the Company's review of current operating plans at Blyvoor, Sandstorm is budgeting for long-term production rates of 60,000–80,000 ounces of gold per annum, based on conventional mining methods.
Through the Nomad Acquisition, Sandstorm adds several high-quality and low-cost assets. Based on analyst consensus, Nomad's portfolio comprises 91% precious metals and nearly 50% producing assets, further diversifying Sandstorm's portfolio and increasing exposure to gold and silver. With several assets in active development, Nomad's portfolio adds meaningful increases to Sandstorm's production in both the near and long-term. Assets anticipated to commence production between 2024 and 2025 include the Platreef and Greenstone projects as well as the Robertson deposit at the Cortez Mine Complex. More details on specific assets are below.
Acquisition Details
The Nomad Acquisition will be completed by way of a court approved plan of arrangement under the Canada Business Corporations Act . Pursuant to the terms of the Nomad Acquisition, Nomad shareholders will receive upfront consideration of 1.21 Sandstorm Shares for each Nomad Share held, which implies consideration of C$11.57 per Nomad Share based on the closing price of Sandstorm Shares on the Toronto Stock Exchange (the "TSX") on April 29, 2022 .
The Nomad Acquisition is expected to close in the second half of 2022, subject to receipt of all applicable court, regulatory and securityholder approvals and satisfaction of other conditions precedent customary for transactions of this nature, as further described below.
BASECORE ROYALTY PACKAGE
BaseCore is an entity equally owned by affiliates of Glencore Plc ("Glencore") and Ontario Teachers' Pension Plan Board that holds a high quality, long-life portfolio that includes 10 royalty and stream assets, of which three are on currently producing assets. The Royalty Package includes a 1.66% net profits interest ("NPI") on the Antamina copper mine (the "Antamina NPI") 4 , a 1.0% stream on production from CEZinc, a 2.0% net smelter return ("NSR") royalty on the Horne 5 gold project, and a 0.5% NPI on the Highland Valley Copper mine. See Appendix for a complete list of BaseCore's portfolio of assets.
Sandstorm has agreed to acquire the Royalty Package for total consideration of $525 million , payable as to $425 million cash and $100 million in Sandstorm Shares, upon closing. In accordance with Canadian securities laws, the Sandstorm Shares will be subject to a four-month hold period. Royalty revenues from the Royalty Package accrue to Sandstorm as of April 1, 2022 .
The BaseCore Transaction is expected to close in 4–6 weeks and is subject to regulatory approvals including the approval of the TSX for the listing of the Sandstorm Shares issuable thereunder, the Canadian Competition Bureau, waiver of rights of first offer or refusal on certain exploration stage royalties, and other customary conditions for a transaction of this nature.
ANTAMINA ROYALTY SPIN-OUT AND SILVER STREAM WITH HORIZON COPPER
Concurrent with the BaseCore Transaction, Sandstorm has signed an amended and restated letter of intent with Horizon Copper whereby Sandstorm will sell the acquired 1.66% Antamina NPI (the "Horizon Antamina Agreement") to Horizon and Sandstorm will retain a long-life silver stream on the Antamina mine.
Horizon Copper's business intent is to actively grow its existing portfolio of assets, with a focus on copper projects. The subsequent spin-out of the Antamina NPI will position Horizon Copper as a competitive copper company with a portfolio of high-quality cash-flowing and development stage copper assets. This transformative transaction provides Horizon Copper with the size and scale required to further grow and diversify the company, further strengthening the strategic partnership opportunities with Sandstorm.
The full consideration that Horizon will issue to Sandstorm under the Horizon Antamina Agreement includes:
1.66% Antamina Silver Stream: Sandstorm will receive 1.66% of silver based on production from the Antamina mine with ongoing payments equal to 2.5% of the silver spot price (the "Antamina Silver Stream"). 0.55% Antamina Royalty: Sandstorm will receive approximately one-third of the Antamina NPI, paid net of the Antamina Silver Stream servicing commitments (the "Antamina Residual Royalty"). $50 Million Cash Payment : Under the Horizon Antamina Agreement, Horizon will raise $50 million by way of equity financing, which will then be payable to Sandstorm on closing of the Horizon Antamina Agreement. $105 Million Debenture: Sandstorm will be issued a $105 million debenture (the "Debenture"). The Debenture is expected to bear an interest rate of 3% over a 10-year term. Principal repayments are subject to a 100% cash sweep of the excess cash flow Horizon receives from the 1.66% Antamina NPI after the Antamina Silver Stream and Antamina Residual Royalty obligations are paid. Prepayment of the Debenture can occur at any time prior to maturity without penalty. $26 Million Horizon Copper Shares: Horizon will issue Sandstorm approximately $26 million 5 worth of Horizon Copper shares to maintain Sandstorm's 34% equity interest.
The Antamina Silver Stream and the Debenture will be senior obligations of Horizon, secured by the 1.66% Antamina NPI.
The full particulars of the Horizon Antamina Agreement will be described in a management information circular of RNP to be prepared in accordance with the policies of the TSX Venture Exchange (the "TSX-V"). A copy of the information circular will be available electronically on SEDAR ( www.sedar.com ) under RNP's issuer profile in due course.
The Horizon Antamina Agreement is subject to several conditions, including but not limited to, execution of definitive agreements, TSX-V acceptance, disinterested RNP shareholder approval and Horizon Copper raising $50 million .
PRODUCTION GUIDANCE INCREASE
With the close of the Transactions, Sandstorm is increasing its 2022 production guidance to be between 80,000 and 85,000 gold equivalent ounces, increasing to 155,000 gold equivalent ounces by 2025 2 .
FINANCING THE TRANSACTIONS
As part of the Transactions, Sandstorm will issue approximately 78.6 million 6 Sandstorm Shares to Nomad shareholders and approximately 13.5 million Sandstorm Shares to BaseCore. Upon closing of the Transactions, existing Sandstorm shareholders will comprise 67% of the Company's ownership, while Nomad shareholders and BaseCore limited partners will own approximately 28% and 5% of Sandstorm, respectively.
Upsized Credit Facility
Sandstorm has entered into an agreement with The Bank of Nova Scotia ("Scotiabank") and BMO Capital Markets ("BMO") as Co-Lead Arrangers securing a commitment to upsize the Company's existing revolving credit agreement to borrow up to $500 million with an additional uncommitted accordion of up to $125 million , for a total of up to $625 million (the "Revolving Loan"). The closing of the upsized credit facility is subject to certain conditions, including the satisfaction of the closing conditions for the BaseCore Transaction. The accordion of up to $125 million is subject to the satisfaction of the closing conditions for the Nomad Acquisition.
The amounts drawn on the Revolving Loan are subject to interest at SOFR plus 1.875%–3.5% per annum, and the undrawn portion of the Revolving Loan is subject to a standby fee of 0.422%–0.788% per annum, both of which are dependent on the Company's leverage ratio. With the amendment, Sandstorm's leverage ratio covenant has increased to 4.75x, with step-downs to 4.00x after five quarters post-closing of the BaseCore Transaction.
The Revolving Loan matures in October 2025 , subject to an extension based on mutual consent of the parties.
The Revolving Loan maintains the existing sustainability-linked incentive pricing terms that allow Sandstorm to reduce the borrowing costs by up to five basis points (from the interest rates described above) as the Company's sustainability performance targets are met (see press release dated October 6, 2021 ).
CONFERENCE CALL
A conference call will be held on Monday, May 2, 2022 starting at 7am PDT to further discuss the Transactions. To participate in the conference call, use the following dial-in numbers and conference ID, or join the webcast using the link below:
International: (+1) 416-764-8688 North American Toll-Free: (+1) 888-390-0546 Conference ID: 94124833 Webcast URL: https://bit.ly/3LNzTIx
NEW SANDSTORM PORTFOLIO
The acquisitions of both Nomad Royalty Company and the BaseCore Royalty Package introduce several meaningful cash-flowing and development stage assets to Sandstorm's royalty portfolio. Noteworthy assets from the Transactions include:
ANTAMINA
Antamina is an open-pit copper mine located in the Andes mountain range of Peru , 270 kilometres north of Lima . It is the world's third-largest copper mine 7 on a copper equivalent ("CuEq") basis, producing approximately 560,000 CuEq tonnes per annum. Antamina has been in consistent production since 2001, including a throughput expansion completed in 2012 to the mine's current operating capacity of 145,000 tonnes per day. Since 2006, the 1.66% NPI has paid between $7–$40 million per year, with an average annual payment of $19 million ; the 2021 NPI payment was $40 million . The asset operates in the first cost quartile of copper mines 8 . The NPI is paid by a Canadian affiliate of Teck Resources Limited ("Teck") and is guaranteed by Teck.
In addition to copper, Antamina is also a significant zinc and silver producer. The mine is operated by Compañìa Minera Antamina ("CMA"), a top-tier operator jointly owned by Glencore (33.75%), BHP Billiton (33.75%), Teck (22.5%), and Mitsubishi Corporation (10%).
Antamina contains Resources that support a multi-decade mine life producing high-grade copper. The mine's Measured & Indicated Mineral Resources, inclusive of Reserves, total 925 million tonnes ("Mt") at 0.87% copper, 0.69% zinc, and 11 grams per tonne ("g/t") silver. Mineral Reserves total 336 Mt at 0.94% copper, 0.81% zinc and 10 g/t silver, which are constrained by current tailings capacity. Reserves will be expanded once additional tailings capacity is confirmed. Both Mineral Reserves and Resources are effective as of December 31, 2021 (cut-off grade unavailable). Sandstorm expects that significant resource conversion is likely as Antamina completes its studies on additional tailings capacity. Several Pre-Feasibility level tailings studies are underway focused on potential long-term solutions.
Per the terms of the Antamina Silver Stream, Sandstorm will receive 1.66% of all silver produced at Antamina for ongoing payments of 2.5% of the spot price of silver. Under the terms of the Antamina Residual Royalty, Sandstorm will hold a 0.55% NPI on all metals produced at Antamina, which represents approximately one-third of the total 1.66% Antamina NPI, net of the Antamina Silver Stream servicing commitments.
PLATREEF
Platreef is a development stage project located in South Africa that contains an underground deposit of thick, high-grade platinum group elements ("PGE") nickel-copper-gold mineralization. It currently ranks as the largest precious metals deposit under development 9 and has the potential to be the industry's largest and lowest-cost primary platinum group metals ("PGM") producer.
A Feasibility Study was released in the first quarter of 2022 by majority owner Ivanhoe Mines outlining a multi-phase construction approach. The first phase of production, currently expected to start in the second half of 2024, is based on an initial 0.7 million tonnes per annum ("Mtpa") underground mine targeting high-grade mining areas close to the project's recently completed shaft 1. The Feasibility Study outlines phase 2 expanding production to 5.2 Mtpa, driven by the addition of the second, larger shaft (shaft 2). Platreef's phase 2 would rank Platreef as the world's fifth-largest PGM mine on a palladium equivalent basis 9 . Previous studies completed on Platreef have demonstrated the potential for expansions up to 12 Mtpa.
Through the Nomad Acquisition, Sandstorm will hold a streaming agreement whereby the Company has the right to purchase 37.5% of gold produced from Platreef until 131,250 gold ounces have been delivered, 30% until an aggregate of 256,980 ounces of gold are delivered, and 5% thereafter. The gold stream will be based on all recovered gold from Platreef, subject to a fixed payability of 80%. Sandstorm will make ongoing payments of US$100 per ounce of gold until 256,980 ounces have been delivered, and then 80% of the spot price of gold for each ounce delivered thereafter.
GREENSTONE
The Greenstone project, owned jointly by Equinox Gold Corp. (60%) and Orion Mine Finance (40%), is a past-producing gold mine located in Ontario, Canada . A Feasibility Study was released in December 2020 outlining the design of an open-pit mine producing more than 5 million ounces ("Moz") over an initial 14-year mine life. Full-scale construction began at the project in October 2021 , with first gold pour currently targeted for the first half of 2024.
Through the Nomad Acquisition, Sandstorm will hold a gold stream on the project for 5.938% of gold production attributed to Orion Mine Finance's 40% interest, for an effective gold stream of 2.375% on 100% of production, until 120,333 ounces of gold have been delivered, then 3.958% (effective 1.583% on 100% of production) thereafter. Ongoing payments of $30 per ounce will fund mine-level environmental and social programs.
CORTEZ COMPLEX (ROBERTSON DEPOSIT)
Robertson is a development stage deposit part of the Cortez Mine Complex ("Cortez") in Nevada , jointly owned by Barrick Gold Corp ("Barrick) (61.5%) and Newmont Mining Corp (38.5%). Robertson is currently being qualified by Barrick as an emerging tier two gold asset (defined by Barrick as an asset with a reserve potential to deliver a minimum 10-year life, annual production of at least 250,000 ounces of gold and total cash costs per ounce of gold over the mine life that are in the lower half of the industry cost curve 10 ).
Barrick released an updated Feasibility Study on Cortez in March 2022 , which included an Indicated Resource at Robertson of 74 Mt at 0.56 g/t for 1.3 Moz contained gold with an effective date of December 31, 2021 (cut-off grade not disclosed, between 0.14–2.06 g/t). The Robertson deposit is expected to contribute meaningfully to Cortez's production profile starting in 2025 11 .
Through the Nomad Acquisition, Sandstorm will hold a sliding scale NSR royalty between 1.0%–2.25% based on the average quarterly gold price. When the average price of gold for the quarter is between $1,800.01 and $2,000 per ounce, the NSR is equal to 2.0%, rising to 2.25% when the average quarterly gold price is above $2,000 per ounce. If the Robertson property is not in production by December 31, 2024 , Sandstorm will receive advance royalty payments of $500,000 per annum commencing on January 1, 2025 , and for each year thereafter until the earlier of January 2, 2034 and commencement of production on the Robertson property.
BONIKRO
The Bonikro gold mine is a producing gold-silver mine located in Cotê d'Ivoire. The operation consists of two primary areas: the Bonikro mining license and the Hiré mining license. Gold has been produced from the Bonikro open-pit and through the Bonikro CIL plant since 2008 and over 1.0 Moz have been produced from Bonikro and Hiré. Hiré is a collection of three deposits and open-pits that are approximately 5.0 kilometres from the Bonikro mine and utilize the same Bonikro processing plant. Production in the last few quarters of 2021 was focused on the Hiré pits.