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Cerrado Gold Inc. [TSX.V: CERT] [OTCQX: CRDOF] ("Cerrado" or the "Company") is pleased to announce that it has purchased for an aggregate consideration of approximately US$31.34 million the outstanding streaming assets over its producing Minera Don Nicolas Mine in Argentina ("MDN") and its Lagoa Salgada project in Portugal ("Lagoa Salgada").
The aggregate consideration is comprised of the following:
- Upfront consideration of approximately US$11.34 million, satisfied with the combination of approximately US$8 million in cash and 3,000,000 common shares of Cerrado; and
- Deferred consideration of US$20 million, with US$8 million to be settled in cash on or before October 6, 2026, and US$12 million to be settled in cash on or before January 4, 2027.
The deferred payment obligations are evidenced by non-interest-bearing promissory notes and have been secured by a general security agreement over the assets of Cerrado delivered in favour of the Sellers. Further details regarding the transaction and purchased assets are provided below.
Transaction Highlights & Rationale
- Maximizes exposure for shareholders to the potential upside generated from the ongoing exploration program at MDN and future exploration and development efforts at Lagoa Salgada;
- Full leverage to existing production and anticipated expansion at MDN;
- Provides full exposure to strong commodity prices at both MDN and Lagoa Salgada;
- Immediately reduces balance sheet leverage and simplifies the Company's consolidated capital structure, removing security arrangements and increasing the future financial flexibility of the Company; and
- Sprott equity consideration demonstrates long-term value expectations of the Sellers.
Mark Brennan, CEO and Chairman of Cerrado, commented: "We are pleased to complete the repurchase of the streams on our assets, enhancing long-term value for shareholders at a reasonable cost. This transaction will improve future cash flows, strengthen the balance sheet and increase the Company's leverage to commodity prices longer term. The transaction provides shareholders with greater exposure to future exploration programs at MDN and the development of the Lagoa Salgada project. In connection with this transaction, the Company is currently considering the potential to create its own streaming vehicle, which may include exposure to its own assets and potential third-party streams, which we believe will further enhance shareholder value given the current premium offered to streaming vehicles in the market relative to operating companies." He also added, "We wish to express our appreciation to the team at Sprott for their support of the Company over the past years, and we appreciate their desire for equity exposure as an endorsement of the upside that exists in Cerrado going forward."
Transaction Description
The Company has repurchased for aggregate consideration of US$31.34 million the following streaming assets on its properties from Sprott Private Resource Streaming and Royalty (B) Corp. ("Sprott Streaming") and Sprott Private Resource Streaming and Royalty (Collector) LP ("Sprott Collector" and collectively with Sprott Streaming, the "Sellers"): (i) the amended and restated metals purchase and sale agreement with Sprott Streaming dated March 2, 2023 (the "MDN Stream") in respect of MDN; and (ii) the metals purchase and sale agreement dated November 25, 2022, as amended on December 1, 2023 with Sprott Streaming in respect of Lagoa Salgada (the "LS Stream"), including the secured note dated November 25, 2022, as amended on December 1, 2023 in the aggregate principal amount of US$19 million (the "LS Note") issued to Sprott Collector bearing interest at a rate of 10% per annum (collectively, the "Transaction"). The Transaction closed effective July 17, 2026.
The acquired assets have been repurchased for cancellation and include the LS Note, the LS Stream and the MDN Stream, together with related agreements and security documents.
The aggregate purchase price for the Transaction is approximately US$31.34 million, satisfied through an upfront payment comprised of a combination of Cerrado common shares and cash and deferred cash payments. The upfront consideration of approximately US$11.3 million was satisfied by the payment of approximately US$8 million in cash and the issuance of 3,000,000 common shares of Cerrado at an agreed price of C$1.5719 per share, representing a 3% discount to the 10-day volume-weighted average trading price of the common shares of Cerrado calculated five days before closing. The common shares of Cerrado are subject to a statutory four-month hold period under applicable Canadian securities laws. The deferred portion of the purchase price consists of a non-interest-bearing US$8 million promissory note maturing on, and to be settled in cash on or before, October 6, 2026, and a non-interest-bearing US$12 million promissory note maturing on, and to be settled in cash on or before, January 4, 2027. These deferred payment obligations have been secured by a general security agreement over all of the assets of Cerrado delivered in favour of the Sellers.
All security previously held by the Sellers relating to the repurchased streaming assets has been released, subject to certain customary post-closing assignment, release, amendment and perfection steps relating to the acquired assets and related security that are expected to be completed following closing.
Altitude Capital Partners acted as sole financial advisor to Cerrado in connection with the structuring and negotiation of the transaction. Altitude Capital Partners is a capital markets advisory platform founded by Michael Wekerle, focused on strategic advisory and structuring for issuers in the mining and resource sectors.
The Transaction has received conditional acceptance from the TSX Venture Exchange (the "Exchange") and remains subject to final acceptance of the Exchange.
About CerradoÂ
Cerrado Gold is a Toronto-based gold production, development, and exploration company. The Company is the 100% owner of the producing Minera Don Nicolás and Las Calandrias mine in Santa Cruz province, Argentina. In Portugal, the Company holds an 80% interest in the highly prospective Lagoa Salgada VMS project through its position in Redcorp - Empreendimentos Mineiros, Lda. In Canada, Cerrado Gold is developing its 100% owned Mont Sorcier Iron project located outside of Chibougamau, Quebec.
In Argentina, Cerrado is maximizing asset value at its Minera Don Nicolas ("MDN") operation through continued operational optimization and is growing production through its operations at the Las Calandrias heap leach project. An extensive campaign of exploration is ongoing to further unlock potential resources in our highly prospective land package in the heart of the Deseado Masiff.
In Portugal, Cerrado is focused on the development and exploration of the highly prospective Lagoa Salgada VMS project located on the prolific Iberian Pyrite Belt in Portugal. The Lagoa Salgada project is a high-grade polymetallic project, demonstrating a typical mineralization endowment of zinc, copper, lead, tin, silver, and gold. Extensive exploration upside potential lies both near the deposit and at prospective step-out targets across the large 7,209-hectare property concession. Located just 80km from Lisbon and surrounded by exceptional infrastructure, Lagoa Salgada offers a low-cost entry to a significant development and exploration opportunity, already showing its mineable scale and cash flow generation potential.
In Canada, Cerrado is developing its 100% owned Mont Sorcier high-purity, high-grade, Direct Reduced Iron project, located on the traditional Cree territory of Eeyou Istchee James Bay in the municipality of Chibougamau. The Mont Sorcier project has the potential to produce a premium iron concentrate over a long mine life at low operating costs and low capital intensity. Furthermore, its high-grade and high-purity product facilitates the migration of steel producers from blast furnaces to electric arc furnaces, contributing to the decarbonization of the industry and the achievement of sustainable development goals.
For more information about Cerrado, please visit our website at: www.cerradogold.com.Â
Mark Brennan
CEO and Chairman
Mike McAllister
Vice President, Investor Relations
Tel: +1-647-805-5662
mmcallister@cerradogold.com
Disclaimer
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements contained in this press release include, without limitation, statements regarding the business and operations of Cerrado, the expected benefits and rationale for the Transaction and whether such benefits will materialize to the extent anticipated or at all, that the Company will proceed with its current intention to create its own streaming vehicle and the potential value of such endeavour, the ability to obtain the final approval of the Exchange, and the risks and uncertainties described under the heading "Risks & Uncertainties" in the Company's Management Discussion and Analysis and other filings made with the securities commissions in Canada. In making the forward-looking statements contained in this press release, Cerrado has made certain assumptions. Although Cerrado believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Except as required by law, Cerrado disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
