GCM Mining and Aris Gold Combine to Create a Leading Americas Gold Producer

GCM Mining and Aris Gold Combine to Create a Leading Americas Gold Producer

  • Creates a company with larger scale and significant free cash flow to unlock shareholder value
  • Substantial combined gold reserve of 3.8 Moz and resource base of 18.3 Moz Measured & Indicated and 7.7 Moz Inferred 1
  • Strengthened mine-building, operating and financial capacity
  • Streamlined corporate structure with direct realizable synergies
  • No premium, all-share business combination

GCM Mining Corp. (GCM) (TSX: GCM; OTCQX: TPRFF) and Aris Gold Corporation (Aris Gold) (TSX: ARIS; OTCQX: ALLXF) announce they have entered into a definitive agreement (the Arrangement Agreement) under which GCM will acquire all the outstanding Aris Gold shares not already held by GCM (the Transaction). The resulting entity will be named Aris Gold Corporation and will be led by Ian Telfer as Chair and Neil Woodyer as CEO and Director.

Ian Telfer, Aris Gold Chair, stated: "The combined group creates a top-in-class company with multiple tier one assets. After Aris Gold became operator of the Soto Norte joint venture, joining forces with GCM became a logical next step. Our increased scale will also broaden our future opportunities to continue building a +1 million ounce producer over the next few years."

Serafino Iacono, Executive Chair of GCM, stated: "Each team has unique strengths with GCM being the Colombian leader for responsible, sustainable mining practices. Together with Aris Gold's Board and management, the combined group brings a track record of building sizable and successful mining companies; this transaction further diversifies the company's portfolio and reaffirms Colombia as an area of focus. While I am stepping down from a day-to-day executive role, I will remain a director and advisor on matters in Colombia as well as an enthusiastic securityholder."

Neil Woodyer, CEO of Aris Gold, stated: "We are building a gold mining business with scale, cash flow, a strong financial position with US$397 million of cash and US$260 million of additional committed funding, and a high-quality growth pipeline. Our teams are well known to each other, and together we will optimize the delivery of the growth projects to unlock shareholder value."

Under the terms of the Transaction, all the outstanding Aris Gold shares not held by GCM will be exchanged at a ratio of 0.5 of a common share of GCM for each common share of Aris Gold (the Exchange Ratio). The Exchange Ratio was determined at-market giving consideration to the 10-day and 20-day volume weighted average prices on the TSX for each of GCM and Aris Gold for the period ended July 22, 2022. Both the GCM and Aris Gold Boards of Directors (other than certain interested directors) have approved the terms of the Arrangement Agreement, and all of the directors and officers of both GCM and Aris Gold have entered into binding voting support agreements in favour of the Transaction, representing in aggregate 3.0% of GCM's issued shares and 9.0% of Aris Gold's issued shares.

Transaction highlights

  • Creates the top-of-the-class company among junior producers and the largest gold company in Colombia, with diversification in Guyana and Canada.
  • Experienced Board of Directors and management team with a track record of building value in the gold sector
  • Brings together teams with unmatched experience in Colombia and extensive project development and mine building expertise
  • Strong financial position to de-risk growth projects, with combined cash and committed funding of US$657 million 2 and free cash flow generation from the Segovia Operations (US$84 million on a 12-month trailing basis to March 31, 2022) 3
  • Estimated G&A cost savings of US$10 million per year through the reduction of duplicative public company expenses and rationalizing other expenses
  • No premium transaction that simplifies the ownership structure within a single company
  • Substantial long-term re-rating potential, with share price upside from enhanced market visibility, trading liquidity, access to capital, and reduced cost of capital

Board of Directors

The Board of Directors of the resulting entity will have nine members, with Ian Telfer as Chair and Daniela Cambone, David Garofalo, Mónica de Greiff, Serafino Iacono, Peter Marrone, Hernan Martinez, Attie Roux and Neil Woodyer as members.

Mónica de Greiff is new to the Aris Gold team and is a former Board Member of GCM, from 2018 to 2020, when she left to accept the position of Colombian Ambassador to Kenya. She has held positions in both the public and private sectors, including Minister of Justice for the Republic of Colombia and Vice Minister of Mines and Energy. Ms. de Greiff is a former member of the Board of Directors of the United Nations Global Compact, the world's largest corporate sustainability initiative.

Management team

The combined group will be led by Neil Woodyer as CEO and the corporate office will be based in Vancouver, Canada. Both Lombardo Paredes, CEO of GCM, and Mike Davies, CFO of GCM, will retire from their roles with GCM. Serafino Iacono will step back from an executive role but will continue as a member of the Board of Directors and an advisor on matters in Colombia.

Building a globally relevant, sustainable gold producer

The combined group will have a balanced mix of production, development, and exploration assets across the Americas with proven and probable mineral reserves of 3.8 million ounces of gold, measured and indicated mineral resources of 18.3 million ounces of gold, inclusive of mineral reserves, and inferred mineral resources of 7.7 million ounces of gold. 4

  • Segovia Operations (Antioquia, Colombia): a high-grade underground mining district that produced 206,389 ounces of gold in 2021. Operations at Segovia have been ongoing for over 150 years and there is a well-established history of mineral resource and reserve replacement. The Segovia Operations include the purchase of mined material from small-scale miners, which are described in the Segovia Technical Report 5 and represented about 16% of 2021's gold production, as part of an industry-leading Colombian program for the integration of informal small-scale miners into the supply chain, with added environmental, social and security benefits.
  • Marmato Mine (Caldas, Colombia): a historic producing underground gold mine currently undergoing a modernization and expansion program, which includes the construction of a new decline, mine workings, 4,000 tpd carbon in pulp processing plant and dry stack tailings facilities. The Pre-Feasibility Study disclosed in the Marmato Technical Report estimates production of 175,000 ounces per year (oz/yr) from the optimized Upper Mine and the Lower Mine expansion project. 5
  • Toroparu Project (Cuyuni-Mazaruni, Guyana): an advanced stage open pit and underground gold project with estimated average gold production of 225,000 oz/yr over a 24-year mine life, as described in the Preliminary Economic Assessment( PEA) disclosed in the Toroparu Technical Report. 6 Located approximately 50 kilometres southwest of the recently constructed Aurora gold mine, Toroparu is one of the largest undeveloped gold projects in the Americas and provides the combined company with a foothold in the emerging and highly prospective Central Guiana Shear Zone. 5
  • Soto Norte Project (Santander, Colombia): a large-scale feasibility-stage underground gold project undergoing permitting and licensing. In April 2022, Aris Gold became the operator of the Soto Note joint venture and is leading a new and reframed environmental permitting process. The Feasibility Study disclosed in the Soto Norte Technical Report estimates average gold production of 450,000 oz/yr over the steady state production years. Upon exercising its option to increase its joint venture ownership interest from 20% to 50%, the attributable gold production to Aris Gold would be 225,000 oz/yr. 5
  • Juby Project (Ontario, Canada): an advanced stage gold project with an open pit mineral resource located in the Abitibi greenstone belt.

While the combined company embarks on delivering its growth projects, the Board of Directors of the combined company is expected to initially adopt a no-dividend policy based on the strategic principle that internal cash flow generation is best deployed to advance high-return growth opportunities within the company.

Terms of the Transaction

On closing, GCM shareholders and Aris Gold shareholders (taking into consideration the 44.3% of Aris Gold currently held by GCM) are expected to own, on a diluted in-the-money basis, approximately 74% and 26% of the combined group, respectively.

The Arrangement Agreement includes customary transaction protection terms. GCM and Aris Gold have agreed to not solicit any alternative transactions and each party has the right to match any superior competing offer, with a reciprocal Transaction termination fee of US$6 million to be paid in certain circumstances.

The material conditions to completion of the Transaction include:

  • Approval by Aris Gold's shareholders, with greater than 66 2/3% approval threshold and approval of disinterested minority shareholders.
  • Approval by GCM's shareholders, with greater than 50% approval threshold.
  • Receipt of all required governmental and regulatory approvals including TSX and Colombian anti-trust approvals.
  • Other customary conditions.

It is anticipated that both the GCM and Aris Gold shareholder meetings will take place in mid September 2022, and completion of the Transaction is expected to occur promptly thereafter.

GCM Board of Directors' recommendation

The Board of Directors of GCM determined it was advisable to establish a special committee of the independent directors of GCM (the GCM Special Committee), comprising Robert Metcalfe, De Lyle Bloomquist, Belinda Labatte and Jaime Perez Branger to, among other things, review and evaluate the merits of the proposed Transaction and to consider such materials and information needed, including an independent fairness opinion, and to make a recommendation to the Board of Directors of GCM in respect of the proposed Transaction.

The GCM Special Committee and the Board of Directors of GCM received a fairness opinion from its co-financial advisors, National Bank Financial Inc. (National Bank) and Stifel Nicolaus Canada (Stifel GMP) that, based upon and subject to the respective assumptions, limitations, qualifications of and other matters set forth in connection with the preparation of such opinion, the Transaction is fair, from a financial point of view, to GCM (the GCM Fairness Opinions).

Following the report and favourable recommendation of the GCM Special Committee, the Board of Directors of GCM (other than certain interested directors) approved the Transaction and determined to recommend approval of the Transaction to the GCM shareholders. In addition, all of the directors and officers of GCM have entered into binding voting support agreements with Aris Gold and GCM under which such individuals have agreed to support the Transaction and vote their GCM shares in favour of the Transaction.

A copy of the GCM Fairness Opinions, the factors considered by the GCM Special Committee and the Board of Directors of GCM and other relevant background information will be included in the management information circular and related documents that are expected to be delivered to the GCM shareholders in connection with a special meeting of GCM shareholders to be called to consider and approve the Transaction, filed with the applicable Canadian securities regulatory authorities and made available on GCM's SEDAR profile at www.sedar.com , and posted on GCM's website at https://www.gcm-mining.com/ .

Aris Gold Board of Directors' recommendation

As of today, GCM beneficially owns 60,991,545 Aris Gold shares representing approximately 44.3% of the issued and outstanding Aris Gold shares. GCM is considered a "related party" of Aris Gold and the Transaction is a "business combination" of Aris Gold for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101). The Board of Directors of Aris Gold formed a special committee of independent directors comprising of Ian Telfer, Peter Marrone and Daniela Cambone (the Aris Special Committee) to, among other things, review and evaluate the merits of the proposed Transaction and to consider such materials and information needed including an independent fairness opinion and formal valuation, and to make a recommendation to the Board of Directors of Aris Gold in respect of the proposed Transaction.

BMO Nesbitt Burns Inc. (BMO Capital Markets) was retained by the Aris Special Committee to provide, under the supervision of the Aris Special Committee, an independent formal valuation prepared in accordance with MI 61-101 and independent fairness opinion. BMO Capital Markets provided its opinion (the BMO Fairness Opinion) to the Special Committee that, as of July 24, 2022, and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Aris Gold shareholders (other than GCM) pursuant to the proposed Transaction is fair from a financial point of view to the Aris Gold shareholders (other than GCM). BMO Capital Markets also prepared a formal valuation of the Aris Gold common shares (the Aris Gold Valuation) and the GCM common shares (the GCM Valuation), which are being issued as consideration, as required under MI 61-101. BMO Capital Markets concluded that, as of July 24, 2022, and subject to the assumptions, limitations, and qualifications included in the Aris Gold Valuation and GCM Valuation, respectively, that the value of the Aris Gold common shares on an en bloc basis 7 was in the range of C$2.30 to C$3.10 per share and the value of the GCM common shares on a trading value basis was in the range of C$3.70 to C$5.75 per share.

Canaccord Genuity Corp. (Canaccord) was retained by the Aris Board of Directors and provided its opinion (the Canaccord Fairness Opinion) to the Aris Board of Directors that, as of July 24, 2022, and subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Aris Gold shareholders (other than GCM) pursuant to the proposed Transaction is fair from a financial point of view to the Aris Gold shareholders (other than GCM).

Following the report and favourable recommendation of the Aris Special Committee, the Board of Directors of Aris Gold (other than certain interested directors) approved the Transaction and determined to recommend approval of the Transaction to the Aris Gold shareholders. In addition, all of the directors and officers of Aris Gold have entered into binding voting support agreements with GCM and Aris Gold under which such individuals have agreed to support the Transaction and vote their Aris Gold shares in favour of the Transaction.

A copy of the BMO Fairness Opinion, the Canaccord Fairness Opinion, the Aris Gold Valuation, the GCM Valuation, the factors considered by the Aris Special Committee and Board of Directors of Aris Gold and other relevant background information will be included in the management information circular and related documents that are expected to be delivered to the Aris Gold shareholders in connection with a special meeting of Aris Gold shareholders to be called to consider and approve the Transaction, filed with the applicable Canadian securities regulatory authorities and made available on Aris Gold's SEDAR profile at www.sedar.com , and posted on Aris Gold's website www.arisgold.com .

Advisors and counsel

National Bank Financial and Stifel GMP are acting as co-financial advisors to GCM and each has provided a fairness opinion to the GCM Special Committee and the Board of Directors of GCM.

Wildeboer Dellelce LLP, Proskauer Rose LLP and CLA Consultores S.A.S. are acting as Canadian, US and Colombian legal advisors to GCM, respectively, and the GCM Special Committee has retained Blake, Cassels & Graydon LLP as its independent counsel.

Canaccord is acting as financial advisor to Aris Gold and has provided a fairness opinion to the Board of Directors of Aris Gold. BMO Capital Markets was retained by the Special Committee and has provided a formal valuation and fairness opinion to the Aris Gold Special Committee.

Fasken Martineau DuMoulin LLP and Dentons are acting as Canadian and Colombian legal advisors to Aris Gold, respectively.

Conference call details

Ian Telfer, Serafino Iacono, and Neil Woodyer will host a conference call and webcast today, Monday, July 25, 2022 at 9am EDT/6am PDT.

No passcode is necessary to access the call or webcast.

Conference call

Toll-free US and Canada: 1-800-319-4610
International: +1 604-638-5340

Webcast – link here

A replay of the call will also be available by dialling the following numbers and using passcode 9244:

Toll-free US and Canada: 1-800-319-6413
International: +1 604-638-9010

Pro forma consolidated mineral reserves and resources

Table 1: Proven and probable mineral reserve estimates

Category Property Tonnes (kt) Gold grade (g/t) Silver grade (g/t) Contained gold (koz) Contained silver (koz)
Proven Marmato 802 5.10 22 133 569
Probable Marmato 18,898 3.10 6 1,888 3,780
Probable Soto Norte 4,953 6.22 34 990 5,477
Proven Segovia 204 12.00 - 79 -
Probable Segovia 2,087 9.93 - 666 -
Total P&P 3,756 9,826

Notes: Totals may not add due to rounding. Mineral reserve estimates for Soto Norte represent the portion of mineral reserves attributable to Aris Gold based on its 20% ownership interest. Mineral reserves were estimated using a gold price of USD$1,400 per ounce at Marmato, USD$1,300 per ounce at Soto Norte, and USD$1,650 per ounce at Segovia. The mineral reserve effective dates are March 17, 2020 for Marmato, January 1, 2021 for Soto Norte, and December 31, 2021 for Segovia. This disclosure of mineral reserve estimates has been approved by Pamela De Mark, P.Geo, Vice President Exploration of Aris Gold, who is a Qualified Person as defined by National Instrument NI 43-101.

Table 2: Measured and indicated mineral resource estimates

Category Property Tonnes
(Mt)
Gold grade (g/t) Silver grade (g/t) Contained gold (koz) Contained silver (koz)
Measured Marmato 2.8 6.20 28 562 2,561
Indicated Marmato 54.0 3.00 7 5,245 11,285
Indicated Soto Norte 9.6 5.47 36 1,691 11,065
Measured Segovia 0.5 14.01 - 208 -
Indicated Segovia 4.1 10.65 - 1,412 -
Measured Toroparu 110.9 1.26 - 4,479 -
Indicated Toroparu 74.1 1.66 - 3,958 -
Indicated Juby 21.3 1.13 - 733 -
Total M&I 18,288 24,911

Notes: Mineral resources are not mineral reserves and do not have demonstrated economic viability. Mineral resource estimates are reported inclusive of mineral reserves. Totals may not add due to rounding. Mineral resource estimates for Soto Norte represent the portion of mineral resources attributable to Aris Gold based on its 20% ownership interest. Mineral resources were estimated using a gold price of USD$1,600 per ounce at Marmato, USD$1,300 per ounce at Soto Norte, USD$1,800 per ounce at Segovia, USD$1,630 at Toroparu, and USD$1,450 per ounce at Juby. The mineral resource effective dates are June 30, 2021 for Marmato, May 22, 2019 for Soto Norte, December 31, 2021 for Segovia, November 1, 2021 for Toroparu, and July 14, 2020 for Juby. This disclosure of mineral resource estimates has been approved by Pamela De Mark, P.Geo, Vice President Exploration of Aris Gold, who is a Qualified Person as defined by National Instrument NI 43-101.

Table 3: Inferred mineral resource estimates

Property Tonnes
(Mt)
Gold grade (g/t) Silver grade (g/t) Contained gold (koz) Contained silver (koz)
Marmato 30.8 2.60 3 2,567 3,282
Soto Norte 5.5 4.06 26 714 4,551
Segovia 5.3 9.91 1,704
Toroparu 13.8 2.74 1,213
Juby 47.1 0.98 1,488 -
Total inferred 7,686 7,833

Notes: See notes under Table 2

Technical reports and data verification

Technical reports for Marmato, Soto Norte, and Juby have been filed with the Canadian securities regulatory authorities and are available for review on Aris Gold's website at www.arisgold.com and on the profile of Aris Gold Corporation on SEDAR at www.sedar.com . Technical reports for Segovia and Toroparu have been filed with the Canadian securities regulatory authorities and are available for review on GCM's website at www.gcm-mining.com and on the profile of GCM on SEDAR at www.sedar.com . These reports confirm that the qualified persons responsible for the preparation of the technical reports have verified the data disclosed, including drilling, sampling, assaying, and QAQC protocols and results, and are of the opinion that the sample recovery, preparation, analyses, and security protocols used for the mineral resource estimates are reliable for that purpose.

Scientific and technical information concerning Marmato is summarized, derived, or extracted from the Marmato Technical Report entitled "Revised NI 43-101 Technical Report Pre-Feasibility Study Marmato Project Colombia" dated September 18, 2020 with an effective date of March 17, 2020. The Marmato Technical Report was prepared by Ben Parsons, MSc, MAusIMM (CP), Eric J. Olin, MSc Metallurgy, MBA, SME-RM, MAusIMM, Fernando Rodrigues, BS Mining, MBA, MAusIMM, MMSAQP, Jeff Osborn, BEng Mining, MMSAQP, Joanna Poeck, BEng Mining, SME-RM, MMSAQP, Fredy Henriquez, MS Eng, SME, ISRM, Breese Burnley, P.E., Cristian A Pereira Farias, SME-RM, David Hoekstra, BS, PE, NCEES, SME-RM, David Bird, PG, SME-RM, Mark Allan Willow, MSc, CEM, SME-RM, and Tommaso Roberto Raponi, P.Eng, each of whom is independent of the Company within the meaning of NI 43-101 and is a "Qualified Person" as such term is defined in NI 43-101.

Scientific and technical information concerning Soto Norte is summarized, derived, or extracted from the Soto Norte Technical Report entitled "NI 43-101 Technical Report Feasibility Study of the Soto Norte Gold Project, Santander, Colombia", dated March 21, 2022 with an effective date of January 1, 2021. The Soto Norte Technical Report was prepared by Ben Parsons, MSc, MAusIMM (CP), Chris Bray, BEng, MAusIMM (CP), Dr John Willis PhD, BE (MET), MAusIMM (CP), and Dr Henri Sangam, Ph.D., P.Eng., each of whom is independent of the Company within the meaning of NI 43-101 and is a "Qualified Person" as such term is defined in NI 43-101. The report was also prepared by Robert Anderson, P.Eng., a Qualified Person who is considered non-independent of the Company.

Scientific and technical information concerning Segovia is summarized, derived, or extracted from the Segovia Technical Report entitled "NI 43-101 Technical Report, Prefeasibility Study, Segovia Project, Antioquia, Colombia" dated May 6, 2022 with an effective date of December 31, 2021. The Segovia Technical Report was prepared by Ben Parsons, MSc, MAusIMM (CP), Eric Olin, MSc, MBA, MAusIMM, SME-RM, Cristian A. Pereira Farias, SME-RM, David Bird, MSc, PG, SME-RM, Fredy Henriquez, MS Eng, SME, ISRM, Jeff Osborn, BEng Mining, MMSAQP, Fernando Rodrigues, BS Mining, MBA, MAusIMM, MMSAQP, Giovanny Ortiz, BS Geology, FAusIMM, Joshua Sames, PE, BEng Civil, Mark Allan Willow, MSc, CEM, SME-RM, and Jeff Parshley, P.G., each of whom is independent of the Company within the meaning of NI 43-101 and is a "Qualified Person" as such term is defined in NI 43-101.

Scientific and technical information concerning Toroparu is summarized, derived, or extracted from the Toroparu Technical Report entitled "Revised NI 43-101 Technical Report and Preliminary Economic Assessment for the Toroparu Gold Project, Upper Puruni River Region of Western Guyana" dated February 4, 2022 with an effective date of December 1, 2021. The Toroparu Technical Report was prepared by Glen Kuntz, P. Geo., Brian Wissent, P.Eng, Daniel Yang, P.Eng, Ben Peacock, P.Eng, Kurt Boyko, P.Eng, Fernando Rodrigues, MMSAQP, and David Willms, P.Eng, each of whom is independent of the Company within the meaning of NI 43-101 and is a "Qualified Person" as such term is defined in NI 43-101.

Scientific and technical information concerning Juby is summarized, derived, or extracted from the Juby Technical Report entitled "Technical Report on the Updated Mineral Resource Estimate for the Juby Gold Project, Tyrrell Township, Shining Tree Area, Ontario" dated October 5, 2020 with an effective date of July 14, 2020. The Juby Technical Report was prepared by Joe Campbell, B.Sc., P.Geo., Alan Sexton, M.Sc., P.Geo., Duncan Studd, M.Sc., P.Geo. and Allan Armitage, Ph.D., P.Geo., each of whom is independent of the Company within the meaning of NI 43-101 and is a "Qualified Person" as such term is defined in NI 43-101.

Technical information and qualified person

The technical information in this news release was reviewed and approved by Pamela De Mark, P.Geo, Vice President Exploration of Aris Gold, who is a Qualified Person as defined by NI 43-101.

About GCM Mining Corp.

GCM Mining is a mid-tier gold producer with a proven track record of mine building and operating in Latin America. In Colombia, the Company is the leading high-grade underground gold and silver producer with several mines in operation at its Segovia Operations. Segovia produced 206,389 ounces of gold in 2021. In Guyana, the Company is advancing its fully funded Toroparu Project, one of the largest undeveloped gold/copper projects in the Americas, which is expected to commence production of more than 200,000 ounces of gold annually in 2024. GCM Mining has equity interests in Aris Gold Corporation (~44%; TSX: ARIS; Colombia – Marmato, Soto Norte; Canada - Juby), Denarius Metals Corp. (~32%; TSX-V: DSLV; Spain – Lomero-Poyatos and Colombia – Guia Antigua, Zancudo) and Western Atlas Resources Inc. (~26%; TSX-V: WA: Nunavut – Meadowbank).

Additional information on GCM Mining can be found at www.gcm-mining.com and www.sedar.com .

For further information, contact:

Mike Davies
Chief Financial Officer

e investorrelations@gcm-mining.com
t + 416.360.4653

About Aris Gold

Aris Gold is a Canadian mining company listed on the TSX under the symbol ARIS and on the OTCQX under the symbol ALLXF. The Company is led by an executive team with a demonstrated track record of creating value through building globally relevant gold mining companies. In Colombia, Aris Gold operates the 100%-owned Marmato mine, where a modernization and expansion program is under way, and as of April 12, 2022, operates the Soto Norte joint venture, where environmental licensing is advancing to develop a new gold mine. Aris Gold also owns the Juby project, an advanced exploration stage gold project in the Abitibi greenstone belt of Ontario, Canada. Aris Gold plans to pursue acquisition and other growth opportunities to unlock value creation from scale and diversification.

Additional information on Aris Gold can be found at www.arisgold.com and www.sedar.com .

For further information, contact:

Tyron Breytenbach
Senior Vice President, Capital Markets

Meghan Brown
Vice President, Investor Relations

e info@arisgold.com
t + 778.899.0518

Forward-looking Information

This news release contains "forward-looking information" or "forward-looking statements" within the meaning of Canadian securities legislation. All statements included herein are forward-looking, other than statements of historical fact, including without limitation statements relating to: the Transaction; the resulting entity of the Transaction, including its management, board of directors, assets, capitalization, strategy, plans and goals; the benefits of the Transaction; shareholder meetings, conference calls and webcasts in connection with the Transaction. Generally, the forward-looking information and 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", "intends", "anticipates" or "does not anticipate", "will continue" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Statements concerning mineral resource estimates may also be deemed to constitute forward looking information to the extent that they involve estimates of the mineralization that will be encountered. The material factors or assumptions used to develop forward looking information or statements are disclosed throughout this news release.

Forward looking information and forward looking statements, while based on management's best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of GCM, Aris Gold and the resulting entity to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to: the completion and the timing of the Transaction; the ability of GCM and Aris Gold to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third-party approvals; the ability of GCM and Aris Gold to satisfy, in a timely manner, the other conditions to the closing of the Transaction; interloper risk; the ability to complete the Transaction on the terms contemplated by the arrangement agreement between GCM and Aris Gold and other agreements, including the voting support agreements, or at all; failure to achieve and sustain mine-building, operating and financial capacity; the ability of the combined group to realize the anticipated benefits of, and synergies from, the Transaction and the timing thereof; the timing of the commencement and completion of construction activities, first production and sales, if at all; the impacts of a changing risk profile and possible subjection to a credit rating review, which may result in a downgrade or negative outlook being assigned to the combined group or a portion thereof; the combined group's dividend policy; the potential exposure to political, economic or social instability related to the combined group's international operations; the consequences of not completing the Transaction, including the volatility of the share prices of GCM and Aris Gold, negative reactions from the investment community and the required payment of certain costs related to the Transaction; actions taken by government entities or others seeking to prevent or alter the terms of the Transaction; potential undisclosed liabilities unidentified during the due diligence process; the accuracy of the pro forma financial information of the combined group after the Transaction; the interpretation of the Transaction by tax authorities; the success of business integration; the focus of management's time and attention on the Transaction and other disruptions arising from the Transaction; the ability of the Aris Gold management team to successfully integrate with the current operations, risks related to international operations; risks related to general economic conditions; uncertainties relating to operations during the COVID-19 pandemic; actual results of current exploration activities; availability of quality assets that will add scale, diversification and complement the resulting entity's growth trajectory; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; the ability to convert mineral resources to mineral reserves; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; risks associated with holding derivative instruments (such as credit risks, market liquidity risk and mark-to-market risk); possible variations in mineral reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; changes in national and local government legislation, taxation, controls, regulations, and political or economic developments in Canada, Colombia or Guyana; risks of the mining industry including, without limitation, accidents, operations, labour disputes, title disputes, claims and limitations on insurance coverage; delays in obtaining governmental approvals including obtaining required environmental and other licenses; the completion of development or construction activities; and those factors discussed in the section entitled "Risk Factors" in GCM's most recent AIF available on SEDAR at www.sedar.com and in the section entitled "Risk Factors" in Aris Gold's most recent AIF available on SEDAR at www.sedar.com .

Although GCM and Aris Gold have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. Each of GCM and Aris Gold has and continues to disclose in its Management's Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking information and forward-looking statements and to the validity of the information, in the period the changes occur. The forward-looking statements and forward-looking information are made as of the date hereof and each of GCM and Aris Gold disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results. Accordingly, readers should not place undue reliance on forward-looking statements and information.

Although information provided by GCM for inclusion in this news release is believed by Aris Gold to be reliable, Aris Gold has not independently verified such information and cannot provide any assurance of its accuracy, currency, reliability or completeness. Although information provided by Aris Gold for inclusion in this news release is believed by GCM to be reliable, GCM has not independently verified such information and cannot provide any assurance of its accuracy, currency, reliability or completeness.

This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933 as amended (the "Securities Act") and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.

Source: Aris Gold Corporation and GCM Mining Corp.


1 See Table 1, 2 and 3 in section – Pro Forma consolidated mineral reserves and resources of this News Release.
2 Combined cash balances of US$397 million as of March 31, 2022, plus committed stream financing of US$122 million for construction of the Marmato Lower Mine and US$138 million for the construction of Toroparu.
3 This non-IFRS measure has been calculated from the GCM Mining Q1 2022 MD&A as US$34 million consolidated Free Cash Flow reported by GCM for the trailing 12 months to March 31, 2022 adjusted to exclude corporate general and administrative expenses (US$22 million) and exploration and non-sustaining capital expenditures (US$28 million) during the trailing 12 months period.
4 See Table 1, 2 and 3 in section – Pro Forma consolidated mineral reserves and resources of this News Release.
5 See the Technical reports section of this News Release.
6 A preliminary economic assessment is preliminary in nature, and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.
7 As required under MI 61-101, BMO Capital Markets prepared the Aris Gold Valuation on an en bloc basis, without including a downward adjustment to reflect the liquidity of Aris Gold common shares, the effect of the Transaction on the Aris Gold common shares, or the fact that the Aris Gold common shares held do not form part of a controlling interest.



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GCM MINING AND ARIS GOLD COMPLETE BUSINESS COMBINATION TO CREATE ARIS MINING

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(TheNewswire)

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GOLD ROYALTY REPORTS 2023 FINANCIAL AND OPERATING RESULTS AND FORECASTS APPROXIMATE 100% GROWTH IN REVENUE IN 2024 DRIVEN BY CORNERSTONE ROYALTIES ENTERING PRODUCTION

GOLD ROYALTY REPORTS 2023 FINANCIAL AND OPERATING RESULTS AND FORECASTS APPROXIMATE 100% GROWTH IN REVENUE IN 2024 DRIVEN BY CORNERSTONE ROYALTIES ENTERING PRODUCTION

Gold Royalty Corp. (" Gold Royalty " or the " Company ") (NYSE American: GROY) is pleased to announce the filing of its operating and financial results for the three months and full year ended December 31, 2023 . All amounts are expressed in U.S. dollars unless otherwise noted.

Gold Royalty Corp. Logo (CNW Group/Gold Royalty Corp.)

David Garofalo , Chairman and CEO of Gold Royalty, commented: "In just three years, we have grown rapidly from 18 development stage royalties to 240 royalties, including 5 producing projects. We feel our portfolio is poised to deliver one of the strongest revenue growth trajectories in the royalty and streaming sector. We executed several important acquisitions in 2023, including the Borborema and Cozamin royalties, which supplement our organic revenue growth from key assets entering and ramping up production, such as Côté and Odyssey. 2024 is expected to be a pivotal year, with approximately 100% growth expected in gold equivalent ounces and positive operating cash flow based on the public forecasts and other disclosure by the owners and operators of our assets. With gold at an all-time high, and several important potential catalysts across our portfolio, we are very excited by the outlook for 2024."

2023 Results Summary:

The following table sets forth selected financial information for the three and full year ended December 31, 2023 :



For three months
ended


For the year ended



December
31, 2023


December
31, 2022


December
31, 2023


December
31, 2022

(in thousands of dollars, except per share and GEO amounts)


($)


($)


($)


($)

Revenue


1,016


582


3,048


3,993

Net loss


(19,360)


(2,204)


(26,756)


(12,709)

Net loss per share, basic and diluted


(0.13)


(0.02)


(0.18)


(0.10)

Operating cash flows before movements in working capital


(995)


(2,315)


(5,049)


(9,604)

Non-IFRS and Other Measures









Total Revenue, Land Agreement Proceeds and Interest*


1,319


1,131


5,216


5,837

Cash Operating Expenses*


(2,017)


(2,940)


(8,004)


(12,580)

Adjusted Net Earnings/(Loss)* (1)


935


(2,824)


(3,965)


(11,254)

Adjusted Net Earnings/(Loss) Per Share, basic and diluted*


0.01


(0.02)


(0.03)


(0.08)

Total Gold Equivalent Ounces (" GEOs ")


667


653


2,703


3,204

(1) Adjusted Net Earnings for the year and quarter ended December 31, 2023, includes $2.3 million deferred tax recovery that was recognized as a result of convertible debt financing. An offsetting deferred tax expense has been recognized directly in equity. See Note 11 of our audited annual consolidated financial statements for the year ended December 31, 2023 for further information.

* See Non-IFRS Measures below.

For further detailed information, please refer to the Company's consolidated financial statements and Annual Report on Form 20-F for the year ended December 31, 2023 , copies of which are available under the Company's profile at www.sedarplus.ca and www.sec.gov .

*Adjusted Net Earnings/(Loss) Per Share, Total Revenue, Land Agreement Proceeds and Interest, GEOs, and Cash Operating Expenses are non-IFRS measures and should not be considered in isolation or as a substitute for analysis of the Company's results under IFRS. See "Non-IFRS Measures" below for further information.

2023 Highlights and 2024 Outlook:

  • The Company currently forecasts between approximately 5,000 and 5,600 GEOs* in 2024, based upon the current disclosed plans of the underlying operators, which equates to approximately $10.0 million to $11.2 million in Total Revenue, Land Agreement Proceeds and Interest at a gold price of $2,000 per ounce. If achieved, this would represent an increase in GEOs of over 100% compared to 2023. Cash Operating Expenses are expected to remain essentially unchanged in 2024. Taken together, this would lead to positive operating cash flow in 2024.

  • Revenue was $3.0 million and Total Revenue, Land Agreement Proceeds and Interest* was $5.2 million (2,703 GEOs) for 2023, which was slightly below guidance primarily due to the continued deferral of production at Canadian Malartic into 2024. Cash Operating Expenses* of $8.0 million were 36% lower than the prior year and within the guidance range on a total and recurring basis.

  • Net loss per share for the fourth quarter ended December 31, 2023 was $0.13 , which included a non-cash impairment charge taken on select non-core assets. Adjusted Net Earnings Per Share for the fourth quarter ended December 31, 2023 were $0.01 compared to an Adjusted Net Loss Per Share of $0.02 in the fourth quarter of 2022.

  • All of the Company's core assets have demonstrated considerable progress in 2023 contributing to what we believe is industry-leading revenue growth through the end of this decade. Côté is expected to commence production imminently; Odyssey continues to ramp up and we will benefit from a full year of revenue in 2024 from our most recent acquisitions, Borborema and Cozamin.
2024 Outlook

The Company currently forecasts between approximately 5,000 and 5,600 GEOs in 2024 which equates to approximately $10.0 million to $11.2 million in Total Revenue, Land Agreement Proceeds and Interest at a gold price of $2,000 per ounce. This represents a midpoint increase in GEOs of approximately 100% relative to 2023. Total GEOs is a non-IFRS financial measure. See "Non-IFRS Measures".

The Company's recurring Cash Operating Expenses are currently expected to be consistent with 2023 and the Company expects to achieve positive operating cash flow in 2024 when a number of its growth projects ramp up in production, including the long-life cornerstone mines at Côté and Odyssey and a full year of cash inflows from the recently acquired Cozamin and Borborema royalties. Cash Operating Expenses is a non-IFRS financial measure. See "Non-IFRS Measures".

The 2024 outlook regarding total GEOs is based on public forecasts, expected development timelines and other disclosure by the owners and operators of the properties underlying our interests and our assessment thereof.

Portfolio Update

Odyssey Project (3.0% NSR over the northern portion of the project): Agnico Eagle Mines Limited (" Agnico Eagle ") owns and operates the Canadian Malartic Complex that is one of the world's largest gold mining operations and is comprised of the open-pit Canadian Malartic mine and the underground Odyssey mine. The Canadian Malartic complex will progressively transition from open pit to underground mining between 2023 and 2028.

On February 15, 2024 , Agnico Eagle announced its full year 2023 results as well as providing an update on 2023 exploration results and 2024 exploration plans. Exploration drilling at the Odyssey mine in 2023 amounted to a total of 131,565 meters which exceeded the budget of 101,500 meters due to a supplemental 25,000 meters of additional drilling. Agnico Eagle reported conversion of mineral resources into inaugural reserves at Odyssey and have stated that with additional exploration they believe mineralization will continue to be added into the existing 20-year mine life with good potential to grow yearly gold production and extend mine life. Specifically, Agnico Eagle stated that continued positive results from the Odyssey internal zones show the potential to add mineral resources with further drilling at shallow depth near existing underground mine infrastructure.

For further information see Agnico Eagle's news release dated February 15, 2024 , available under its profile on www.sedarplus.ca

Côté Gold Project (0.75% NSR royalty over the southern portion of the project): On February 15, 2024 , IAMGOLD Corporation (" IAMGOLD ") announced its 2023 results and provided its outlook for 2024. As of December 31, 2023 , the Côté Gold Project was estimated to be 98% complete construction with production at Côté Gold, on a 100% basis, expected to be between 220,000 and 290,000 ounces for the year. IAMGOLD's estimate assumes initial gold production by the end of March, with a steady ramp up of gold production throughout 2024 with expected commercial production being achieved in the third quarter. Once at steady run-rate, IAMGOLD expects Côté Gold will be Canada's third largest gold mine with an expected mine life exceeding 18 years with additional opportunities for growth.

For further information see IAMGOLD's news release dated February 15, 2024 , available under its profile on www.sedarplus.ca .

Borborema Gold Project (2.00% NSR royalty and gold-linked royalty-convertible loan): On February 20, 2024 , Aura Minerals Inc. (" Aura ") announced its 2023 annual results including an update on construction at the Borborema project. Following commencement of construction in Q3 2023, construction is well underway with 17% completed to date, and production expected to start in early 2025. Gold Royalty expects to receive 1,440 GEOs in 2024 from Aura through fixed pre-production payments associated with the 2.0% NSR royalty and gold-linked coupon payments associated with the gold-linked royalty-convertible loan.

The Borborema royalty decreases to a 0.5% NSR after 725,000 oz of gold production. Subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050.

For further information see Aura's news release dated February 20, 2024 , available under its profile on www.sedarplus.ca .

Ren Project (1.5% NSR royalty and 3.5% NPI): On September 12, 2023 , Barrick Gold Corporation (" Barrick ") issued a news release that included an update on the embedded growth projects. It disclosed that at Carlin, Ren was highlighted as an expected continued driver of growth with expected increases in resources and a pre-feasibility study targeted by Barrick for 2026. In its management's discussion and analysis for the year ended December 31, 2023 , Barrick highlighted continued exploration success at the Ren deposit. The step-out surface drilling program intercepted the targeted Corona dike at a depth of approximately 900 meters downhole and returned 4.7 meters at 24.90 g/t Au, which it stated confirmed the continuity of high-grade mineralization and paving the way for underground platform development in the future to convert more material to the west.

For further information see Barrick's news releases dated September 12, 2023 , and management's discussion and analysis for the year ended December 31, 2023 , available under its profile on www.sedarplus.ca .

Granite Creek Mine Project (10.0% NPI): On February 7, 2024 , i-80 Gold Corp (" i-80 ") provided a summary of 2023 activities and 2024 exploration and development plans, including ongoing initiatives at the Granite Creek Mine Project. The South Pacific Zone (" SPZ ") is a priority area of development for i-80 and, and they have announced plans to advance a development plan that will include extending a decline in order to provide access to the SPZ allowing it to become part of Granite Creek mine plan in H1-2024. Ewan Downie , CEO of i-80 stated, "The results from our 2023 definition programs demonstrate the potential for the SPZ to be a significant deposit located on strike from one of North America's largest gold mining operations. Mineralization remains open at depth and along strike to the north with the average intercept grade in the northern extension definition program of approximately 15 g/t gold with true widths ranging up to 15 metres."

For further information see i80's news release dated February 7, 2024 , available under its profile on www.sedarplus.ca .

Cozamin Mine (1.0% NSR over a portion of the mine): On January 24, 2024 , Capstone Copper Corp. (" Capstone ") reported 2023 production and 2024 guidance. Production from Cozamin in 2024 is anticipated by Capstone to be similar to 2023 at 22,000 to 24,000 tonnes of copper on a 100% basis. Operating costs in 2024 are forecasted to be higher than those in 2023 driven by a higher proportion of cut-and-fill mining methods compared to longhole stoping, along with a stronger Mexican peso.

For further information see Capstone's news release dated January 24, 2024 , available under its profile on www.sedarplus.ca .

Royalty Generation Model Update

Our Royalty Generator Model continues to generate positive results with six new royalties added in the year ended December 31, 2023 . We have generated 39 royalties since the acquisition of Ely Gold Royalties Inc. in 2021 through this model.

We currently have 29 properties subject to land agreements and 7 properties under lease generating land agreement proceeds. The model continues to incur low operating costs with only $0.16 million spent on maintaining the mineral interests in 2023.

Investor Webcast

An investor webcast will be held on Thursday, March 28, 2024 , starting at 11:00 am ET ( 8:00 am PT ) to discuss these results. Management will be providing an update to interested stakeholders on the Company's 2023 results including key recent catalysts that have been announced on the assets underlying the Company's royalties. The presentation will be followed by a question-and-answer session where participants will be able to ask any questions they may have of management.

To register for the investor webcast, please use the following link: https://www.bigmarker.com/vid-conferences/Gold-Royalty-Corp-Town-Hall-Forum-Q4

A replay of the webcast will be available on the Gold Royalty website following the presentation.

Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.

Qualified Person

Alastair Still , P.Geo., Director of Technical Services of the Company, is a "qualified person" as such term is defined under Canadian National Instrument 43-101 (" NI 43-101 ") and has reviewed and approved the technical information disclosed in this news release.

Notice to Investors

For further information regarding the project updates regarding properties underlying the Company's interests, please refer to the disclosures of the operators thereof, including the news releases referenced herein. Disclosure relating to properties in which Gold Royalty holds royalty or other interests is based on information publicly disclosed by the owners or operators of such properties. The Company generally has limited or no access to the properties underlying its interests and is largely dependent on the disclosure of the operators of its interests and other publicly available information. The Company generally has limited or no ability to verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.

Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this news release, including any references to mineral resources or mineral reserves, was prepared by the project operators in accordance with Canadian National Instrument 43-101, which differs significantly from the requirements of the U.S. Securities and Exchange Commission ("SEC") applicable to domestic issuers. Accordingly, the scientific and technical information contained or referenced in this news release may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

Forward-Looking Statements:

Certain of the information contained in this news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), including but not limited to statements regarding: estimated future total GEOs, Total Revenues and Land Agreement Proceeds, Cash Operating Expenses, expected future cash flows; expectations regarding the operations and/or development of the projects underlying the Company's royalty interests, including the estimates of the operators thereof their timing and ability to achieve production; and expectations regarding the Company's growth and statements regarding the Company's plans and strategies. Such statements can be generally identified by the use of terms such as "may", "will", "expect", "intend", "believe", "plans", "anticipate" or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including assumptions of management regarding the accuracy of the disclosure of the operators of the projects underlying the Company's projects, their ability to achieve disclosed plans and targets, macroeconomic conditions, commodity prices, and the Company's ability to finance future growth and acquisitions. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, any inability to any inability of the operators of the properties underlying the Company's royalty interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, the influence of macroeconomic developments,  the ability of the Company to carry out its growth plans and other factors set forth in the Company's Annual Report on Form 20-F for the year ended December 30, 2023 and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov . Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Non-IFRS Measures

We have included, in this document, certain performance measures, including: (i) Adjusted Net Earnings/(Loss) and Adjusted Net Earnings/(Loss) Per Share; (ii) GEOs; (iii) Total Revenue, Land Agreement Proceeds and Interest; and (iv) Cash Operating Expenses which are each non-IFRS measures. The presentation of such non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.

  • Adjusted Net Earnings/(Loss) and Adjusted Net Earnings/(Loss) Per Share

Adjusted Net Earnings/(Loss) is calculated by adding land agreement proceeds credited against mineral properties, adding the pre-acquisition royalty revenue received as credited against the Cozamin purchase price and deducting the following from net income: transaction related and non-recurring general administrative expenses (2) , share of (income)/loss and dilution income in associate, impairment, changes in fair value of derivative liabilities, short-term investments and gold-linked loan, loss on loan modification, foreign exchange gain/(loss), other income/(expense) and land agreement proceeds credited against mineral properties. Adjusted Net Earnings/(Loss) includes recognized deferred tax recovery. Adjusted Net Earnings/(Loss) Per Share, basic and diluted have been determined by dividing the Adjusted Net Earnings/(Loss) by the weighted average number of common shares for the applicable period. We included this information as management believes that they are useful measures of performance as they adjust for items which are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. The table below provides a reconciliation of net loss to Adjusted Net Earnings/(Loss) and Adjusted Net Earnings/(Loss) Per Share, basic and diluted for the periods indicated:

(2) Transaction related, and non-recurring general administrative expenses are a supplementary financial measure comprised of operating expenses that are not expected to be incurred on an ongoing basis. During the year ended December 31, 2023, transaction related and non-recurring administrative expenses related primarily to professional fees related to changing our fiscal year-end, tax restructuring following the completion of corporate transactions, establishing a dividend reinvestment and finance programs and select corporate development activities and in the same periods of 2022, related primarily to consulting fees and professional fees associated with corporate transactions.



For three months ended


For the year ended



December
31, 2023


December
31, 2022


December
31, 2023


December
31, 2022

(in thousands of dollars, except per share amounts)


($)


($)


($)


($)

Net loss


(19,360)


(2,204)


(26,756)


(12,709)

Land Agreement Proceeds credited against mineral properties


270


549


1,909


1,844

Pre-acquisition royalty revenue credited against Cozamin purchase price




226


Loan interest


33



33


Transaction related and non-recurring administrative expenses


268


115


967


1,650

Share of (gain)/loss in associate


72


(1)


(172)


152

Dilution gain in associate




(12)


(100)

Impairment of royalties, net of taxes


19,760



19,760


3,018

Change in fair value of derivative liabilities



(278)


(242)


(4,776)

Change in fair value of gold-linked loan


(172)



(172)


Change in fair value of short-term investments


45


(1,060)


264


51

Change in fair value of embedded derivatives


(30)



(30)


Gain on loan modification




249


(316)

Foreign exchange (gain)/loss


55


42


132


11

Other income


(6)


13


(121)


(79)

Adjusted Net Earnings/(Loss)


935


(2,824)


(3,965)


(11,254)

Weighted average number of common shares


145,086,763


143,913,069


144,729,662


136,803,625

Adjusted Net Earnings/(Loss) Per Share, basic and diluted


0.01


(0.02)


(0.03)


(0.08)

  • GEOs

Total GEOs are determined by dividing Total Revenue, Land Agreement Proceeds and Interest by the average gold prices for the applicable period:

(in thousands of dollars, except Average Gold Price/oz and GEOs)


Average Gold
Price/oz


Total
Revenue,
Land
Agreement
Proceeds and
Interest


GEOs

For three months ended March 31, 2022


1,877


1,759


937

For three months ended June 30, 2022


1,874


2,024


1,080

For three months ended September 30, 2022


1,729


923


534

For three months ended December 31, 2022


1,731


1,131


653

For year ended December 31, 2022


1,822


5,837


3,204








For three months ended March 31, 2023


1,889


1,970


1,043

For three months ended June 30, 2023


1,978


557


282

For three months ended September 30, 2023


1,927


1,370


711

For three months ended December 31, 2023


1,977


1,318


667

For year ended December 31, 2023


1,929


5,215


2,703

  • Total Revenue, Land Agreement Proceeds and Interest

Total Revenue, Land Agreement Proceeds and Interest are determined by adding land agreement proceeds credited against mineral properties, the pre-acquisition royalty revenue credited against Cozamin purchase price to total revenue and the gold-linked loan interest. We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other Gold Royalty companies in the precious metal mining industry. Below is a reconciliation of our Total Revenue, Land Agreement Proceeds and Interest to total revenue for the three and year ended December 31, 2023 and 2022, respectively:



For three months ended


For the year ended



December
31, 2023


December
31, 2022


December
31, 2023


December
31, 2022

(in thousands of dollars)


($)


($)


($)


($)

Royalty


758


435


1,964


3,037

Pre-acquisition royalty revenue credited against Cozamin purchase price




226


Advance minimum royalty and pre-production royalty


137


48


646


492

Land agreement proceeds


391


648


2,347


2,308

Loan interest


33



33


Total revenue and land agreement proceeds


1,319


1,131


5,216


5,837

Land agreement proceeds credited against mineral properties


(270)


(549)


(1,909)


(1,844)

Pre-acquisition royalty revenue credited against Cozamin purchase price




(226)


Loan interest


(33)



(33)


Revenue


1,016


582


3,048


3,993

  • Cash Operating Expenses

Cash Operating Expenses are determined by adding the impact of non-cash expenses, revenue, other income and tax expenses or recovery to net loss. We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other Gold Royalty companies in the precious metal mining industry. The table below provides a reconciliation of net loss to Cash Operating Expenses.



For three months ended


For the year ended



December
31, 2023


December
31, 2022


December
31, 2023


December
31, 2022

(in thousands of dollars)


($)


($)


($)


($)

Net loss


(19,360)


(2,204)


(26,756)


(12,709)

Revenue


(1,016)


(582)


(3,048)


(3,993)

Other income


(6)


13


(121)


(79)

Depletion


249


216


943


1,685

Depreciation


20


29


70


92

Share-based compensation


536


1,078


2,806


3,323

Share of (gain)/loss in associate


72


(1)


(172)


152

Dilution gain in associate




(12)


(100)

Impairment of royalties


22,379



22,379


3,821

Change in fair value of derivative liabilities



(278)


(242)


(4,776)

Change in fair value of gold-linked loan


(172)




(172)


51

Change in fair value of short-term investments


45


(1,060)


264


Change in fair value of embedded derivatives


(30)



(30)


Loss on loan modification




249


(316)

Foreign exchange (gain)/loss


55


(1)


132


(32)

Interest expense


814


285


1,839


918

Tax recovery (expenses)


(5,603)


(435)


(6,133)


(617)

Cash Operating Expenses


(2,017)


(2,940)


(8,004)


(12,580)

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/gold-royalty-reports-2023-financial-and-operating-results-and-forecasts-approximate-100-growth-in-revenue-in-2024-driven-by-cornerstone-royalties-entering-production-302101900.html

SOURCE Gold Royalty Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2024/28/c6875.html

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