Eldorado Gold and QMX Announce Friendly Acquisition of QMX by Eldorado

ELDORADO GOLD CORPORATION (TSX: ELD; NYSE: EGO) ("Eldorado") and QMX Gold CORPORATION (TSX-V: QMX) ("QMX") are pleased to announce that they have entered into a definitive arrangement agreement (the "Agreement") pursuant to which Eldorado will acquire all of the outstanding shares of QMX (not already owned by Eldorado) for total consideration of approximately C$132 million on a 100% and fully diluted basis or C$0.30 per QMX share (the "Arrangement").   Eldorado currently owns 68,125,000 shares of QMX, or approximately 17% of QMX shares outstanding, which it purchased at C$0.06 per share in a private placement on December 30, 2019.

Transaction Terms

Under the terms of the Arrangement, each holder of QMX shares will receive, for each QMX share held, (i) C$0.075 in cash and (ii) 0.01523 of an Eldorado common share (the "Arrangement Consideration"), for total consideration of C$0.30 per QMX share (based on Eldorado's closing price on January 20, 2021). The Arrangement Consideration represents a 39.5% premium to the closing price of QMX shares on the TSX Venture Exchange (the "TSX-V") on January 20, 2021.

Following the completion of the Arrangement, QMX shareholders will own approximately 2.8% of the issued and outstanding shares of Eldorado.

Strategic Rationale for Eldorado

  • Significantly increases Eldorado's footprint and landholdings in the Abitibi Greenstone Belt by approximately 550%, consistent with its strategy to invest in world-class mining jurisdictions where it currently operates.
  • Adds a pipeline of additional organic opportunities proximal to Lamaque, which can be exploited by leveraging existing infrastructure and the Eldorado's strong operational, exploration, and stakeholder expertise.
  • Enhances Eldorado's overall risk profile through the addition of future growth prospects in one of the top mining jurisdictions in the world.
  • Underscores Eldorado's long-term commitment to Quebec and Canada as a core jurisdiction.

"This transaction expands our position in the Abitibi camp and is consistent with our strategy of pursuing growth at Lamaque in Quebec, a high-quality jurisdiction," said George Burns, Eldorado's President and Chief Executive Officer. "QMX's highly prospective land package is ideally located immediately adjacent to our current Lamaque operation and associated exploration projects in the heart of the Val d'Or gold district. Eldorado's growing financial flexibility will enable us to continue to identify and secure opportunities for prudent growth within our operating footprint."

Figure 1: Regional Plan Map
https://www.globenewswire.com/NewsRoom/AttachmentNg/32e2e11d-6f50-461a-a340-d97b9fdb9307

Benefits to QMX Shareholders

  • Attractive premium of 39.5% to the closing price of QMX shares on the TSX-V on January 20, 2021.
  • Ongoing exposure to QMX's land package and subsequent value creation opportunities through a broader consolidated operating camp in the Eastern Abitibi.
  • Exposure to Eldorado's portfolio of high-quality mines and development projects.
  • Access to Eldorado's technical, project development and operating capabilities, as well as financial resources.
  • Potential for value accretion through a re-valuation in Eldorado's share price as Eldorado continues to deliver and de-risk its combined asset portfolio.

Brad Humphrey, President and Chief Executive Officer of QMX, commented: "In 2016, we set to re-focus QMX into a premier exploration company to maximize the value of our Val d'Or property. I am proud to say that this transaction is a testament to all the hard work and effort that the QMX team has put in over the years, and in particular, a testament to the success and strength of the QMX exploration team in Val d'Or. In addition, QMX could not have achieved its success to date without a number of supportive stakeholders."

"After evaluating the terms of the transaction, management and the board of directors of QMX view this transaction as beneficial for all shareholders as it provides immediate value for their support and the opportunity to continue to benefit as part of an established and well financed gold producer."

Transaction Conditions & Timing

QMX intends to call a meeting of shareholders to be held in March 2021 to seek shareholder approval for the Arrangement (the "Meeting"). The transaction will be effected by way of a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario) and will require:

  • approval of at least 66 2/3% of the votes cast by QMX shareholders and
  • a simple majority of the votes cast by QMX shareholders, excluding votes from certain shareholders, including Eldorado, as required under Multilateral Instrument 61-101 .

The completion of the transaction is also subject to the receipt of court, stock exchange and any other required regulatory approvals, and is subject to certain customary closing conditions for transactions of this nature. The Arrangement does not require the approval of the shareholders of Eldorado.

The Agreement provides for, among other things, non-solicitation covenants, with "fiduciary out" provisions that allow QMX to consider and accept a superior proposal, subject to a "right to match period" in favour of Eldorado. The Agreement also provides for a termination fee of C$6.6 million to be paid by QMX to Eldorado if the Agreement is terminated in certain specified circumstances.

The directors and senior officers of QMX, holding in aggregate over 1% of the issued and outstanding common shares of QMX, have entered into voting support agreements with Eldorado, pursuant to which they have agreed to vote their shares in favour of the transaction. Together with shares already owned or held by Eldorado, approximately 18% of QMX's issued and outstanding shares would be voted in support of the Arrangement.

The companies are working towards closing the transaction in late March / early April 2021.

Board Approval and Recommendation

The special committee of independent directors of QMX (the "Special Committee") has received an opinion from Canaccord Genuity Corp. that, based upon and subject to the limitations, assumptions and qualifications of and other matters considered in connection with the preparation of such opinion, the consideration to be received by QMX shareholders (other than Eldorado) pursuant to the Arrangement is fair, from a financial point of view, to the QMX shareholders (other than Eldorado) (the "Fairness Opinion").

Following its review and in consideration of, amongst other things, the Fairness Opinion, the Special Committee has unanimously recommended that the board of directors of QMX approve the Arrangement. The QMX board, following the receipt and review of recommendations from the Special Committee, has approved the Agreement and the Arrangement and has determined that the Arrangement is fair to shareholders of QMX (other than Eldorado) and is in the best interests of QMX, and recommends to shareholders that they vote in favour of the Arrangement.

The Agreement has also been unanimously approved by the board of directors of Eldorado.

Warrants and Options

Pursuant to the Arrangement, each QMX stock option (each, a "QMX Option") outstanding immediately prior to the effective time of the Arrangement (the "Effective Time") shall automatically vest and be immediately cancelled in exchange for a cash payment equal to the excess, if any, of: (i) the product of the number of QMX shares underlying such QMX Options and C$0.30; over (ii) the applicable aggregate exercise price of such QMX Options. All QMX warrants (each, a "QMX Warrant") outstanding immediately prior to the Effective Time will remain outstanding and, following the Effective Time, shall entitle the holder thereof to receive, upon the subsequent exercise of such holder's QMX Warrant in accordance with its terms, in lieu of each QMX share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, the Arrangement Consideration.

Advisors and Counsel

Eldorado has engaged Trinity Advisors Corporation as its financial advisor and Fasken Martineau DuMoulin LLP as its legal advisor in connection with the transaction.

Canaccord Genuity Corp. is acting as financial advisor to the QMX Special Committee and Wildeboer Dellelce LLP is acting as legal advisor to QMX and the Special Committee in connection with the transaction.

Additional Information

Full details of the Arrangement are set out in the Agreement, which will be filed by QMX under its profile on SEDAR at www.sedar.com. In addition, further information regarding the Arrangement will be contained in a management information circular to be prepared in connection with the Meeting and filed on www.sedar.com at the time that it is mailed to shareholders. All shareholders are urged to read the management information circular once it becomes available as it will contain additional important information concerning the Arrangement.

About Eldorado Gold

Eldorado is a gold and base metals producer with mining, development and exploration operations in Turkey, Canada, Greece, Romania, and Brazil. The Company has a highly skilled and dedicated workforce, safe and responsible operations, a portfolio of high-quality assets, and long-term partnerships with local communities. Eldorado's common shares trade on the Toronto Stock Exchange ( TSX: ELD ) and the New York Stock Exchange ( NYSE: EGO ).

About QMX Gold

QMX Gold Corporation is a Canadian based resource company traded on the TSX Venture Exchange under the symbol "QMX". QMX is systematically exploring its extensive property position in the Val d'Or mining camp in the Abitibi District of Quebec. QMX is currently drilling in the Val d'Or East portion of its land package focused on the Bonnefond Deposit and in the Bourlamaque Batholith. In addition to its extensive land package QMX owns the strategically located Aurbel gold mill and tailings facility.

Contacts

Eldorado Gold Corporation

Investor Relations
Jeff Wilhoit, Interim Head of Investor Relations
604.376.1548 or 1.888.353.8166 jeff.wilhoit@eldoradogold.com

Media
Louise Burgess, Director Communications & Government Relations
604.616.2296 or 1.888.363.8166 louise.burgess@eldoradogold.com

QMX Gold Corporation
Brad Humphrey Sandy Noyes Louis Baribeau
President and CEO Investor Relations Public Relations
& Communications Tel: (514) 667-2304
snoyes@qmxgold.ca
Toll free : +1 877-717-3027 Email : info@qmxgold.ca Website : www.qmxgold.ca

Cautionary Note About Forward-Looking Statements and Information

Certain of the information contained in this news release constitutes ‘forward-looking statements' within the meaning of securities laws. Such forward-looking statements, including but not limited to   statements relating to: the transaction and the proposed Arrangement as proposed to be effected pursuant to the Agreement; the ability of the parties to satisfy the conditions to closing of the Arrangement; the mailing of the management information circular in connection with the Meeting and anticipated timing thereof; and the anticipated timing of the completion of the Arrangement,   involve 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. Such factors include, among others, obtaining required shareholder and regulatory approvals, exercise of any termination rights under the Agreement, meeting other conditions in the Agreement, material adverse effects on the business, properties and assets of QMX, and whether any superior proposal will be made. Although each of QMX and Eldorado 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. Neither QMX nor Eldorado undertakes to update any forward-looking statements, except in accordance with applicable securities laws.

The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause QMX's actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.


Primary Logo

News Provided by GlobeNewswire via QuoteMedia

The Conversation (0)
Pacgold

Successful $5.6 million Placement for Exploration Program at Alice River Gold Project

Ǫueensland focused gold explorer, Pacgold Limited (ASX: PGO) (Pacgold or the Company) is pleased to announce it has received firm commitments for a $5.6 million two-tranche placement (Placement) via the issue of 93.3 million new fully paid ordinary shares in the Company (New Shares).

Keep reading...Show less
B2Gold Releases its Ninth Annual Responsible Mining Report and its Fourth Annual Climate Strategy Report

B2Gold Releases its Ninth Annual Responsible Mining Report and its Fourth Annual Climate Strategy Report

B2Gold Corp. (TSX: BTO) (NYSE AMERICAN: BTG) (NSX: B2G) ("B2Gold" or the "Company") is pleased to announce that it has published its ninth annual Responsible Mining Report entitled "Raising the Bar" (the "Report"), which details B2Gold's global economic contributions and its environmental, social, and governance ("ESG") management practices, together with the Company's performance against key indicators in 2024. Highlights of the Report are presented below, and full details are outlined in the Report, which is available to view or download at the link provided below. All dollar figures are in United States dollars unless otherwise indicated.

B2Gold is also pleased to announce that it has published its 2024 Climate Strategy Update. The Climate Strategy Update presents stakeholders with information on how B2Gold manages its climate-related risks and impacts and is the Company's fourth annual report in line with the recommendations of the Task Force on Climate-related Financial Disclosures.

To view or download a copy of the Responsible Mining Report and Climate Strategy Update, and all other documents referred to in this press release, please visit www.b2gold.com/sustainability/esg-reporting-portal

In announcing the release of the Report and the Climate Strategy Update, Clive Johnson, President & CEO of B2Gold, states "As I reflect on the achievements and challenges of the past year, I am particularly proud of the dedication of our people, who continue to drive B2Gold forward. We have successfully navigated dynamic capital markets, regulatory changes, and evolving ESG expectations while maintaining our high standards of responsible mining. Together, we strive to continue to create long-term value for all of our stakeholders, while upholding the level of operational excellence, environmental stewardship, and social responsibility that define B2Gold."

Highlights from the 2024 "Raising the Bar" Responsible Mining Report

Economic Contribution

As a responsible gold miner, B2Gold aims to create and distribute economic value among its stakeholders. B2Gold's economic performance is measured by the economic value that it generates for others, including payments to governments through taxes and royalties, local hiring and procurement and investment in communities. In 2024, B2Gold:

  • Achieved total consolidated gold production of 804,778 ounces (including 19,644 ounces of attributable production from Calibre Mining Corp.);

  • Generated $1.9 billion in annual revenue;

  • Paid $283 million in employee wages and benefits;

  • Invested $12.8 million in its local communities 1 ; and

  • Paid $564 million to governments (through taxes and royalties).

B2Gold is committed to maximizing local and national economic benefits from its contracting and purchasing. The Company is conscious of the high priority that host communities and governments place on local procurement. In sourcing the goods and services necessary to run its operations, B2Gold gives preference to local businesses where possible, provided they meet minimum safety, quality, ethical, and cost requirements. In 2024, over $600 million of goods and services were procured from local and host-country businesses. Several 2024 success stories are outlined in the Report.

People

As a reputable corporate citizen, B2Gold generates national employment and opportunities for people to develop their careers, trains employees to acquire new skills, and opens doors to women, under-represented groups and previously disadvantaged people. The Company fosters positive and productive engagement with employees, provides safe workplaces, and believes that investing in people attracts and retains talented individuals and assists in their abilities to provide for themselves, their families and their futures.

At the end of 2024, B2Gold employed 6,478 2 people across all operations. The Company continues to maintain high local employment rates by targeting recruitment efforts at regional and national levels. Across all operations, 97% of the total workforce, and 58% of Senior Management 3 were comprised of national 4 employees.

B2Gold values a diverse workforce. In recent years, the Company has made significant strides in advancing its Equity, Diversity and Inclusion initiatives. In 2021, the adoption of a Diversity Policy by the Company's Board established a target of 30% female representation on the Board and in management-level positions, underscoring its commitment to promoting and achieving gender diversity at all levels of the organization. B2Gold is pleased to report that as of the end of 2024, 40% of Company directors identify as gender diverse.

Health and Safety

As a result of B2Gold's focus on injury prevention, the Company is once again pleased to report that for the ninth consecutive year, it has maintained a zero-fatality workplace. Additionally, B2Gold's injury rates remain amongst the lowest in the mining industry, with a Lost Time Injury Frequency Rate of 0.05 5 in 2024. These achievements underscore the Company's position as a leader in safety performance within the industry.

Communities

B2Gold maintains its social licence to operate by building trust-based relationships, actively engaging with stakeholders, and implementing community investment activities based on local ownership and development priorities. Highlights of the 2024 community investment programs include:

  • At the Fekola Complex, the 70-hectare Goungoubato Agricultural Project is supporting over 250 households affected by resettlement, directly addressing food insecurity whilst fostering small- and medium-sized enterprise growth through newly formed farmers' associations. Additionally, B2Gold continued its partnership with Global Affairs Canada and its support of the FEMA Project, which aims to improve conditions for women and children living in artisanal mining communities within the Fekola Mine's area of influence. The FEMA Project was initiated in March 2022 and will continue until 2027.

  • At the Masbate Gold Project, investment continued to focus on education, access to health services and facilities, and programs that enhance local economic opportunities, including skills training and small enterprise support. The Training for Employment Program reached its fifth year of partnership in 2024 and remains a powerful driver of economic mobility by equipping individuals with the skills and training needed to build sustainable livelihoods. Over the lifetime of the project, 1,521 individuals have received training and over 600 participants have secured employment.

  • At the Otjikoto Mine, B2Gold Namibia achieved significant milestones that reflect the Company's commitment to meeting critical needs, supporting long-term development, and fostering resilience beyond the life of the mine. Notable achievements include the completion of the Ombili Clinic, which will improve access to healthcare in the region, and the Otavi Water Project, which enhances water security through the construction of a tower and water distribution system.

  • At the Back River Gold District, B2Gold Nunavut continues to strengthen its close relationships with the Kitikmeot Inuit Association and communities across Canada's Arctic. The Company is investing in collaborative projects throughout the Kitikmeot region that promote community wellness, support youth through sports, recreation, and education, and advance initiatives focused on women and Elders. A standout initiative is the Inuit Workplace Experience Program, delivered in partnership with the Redfish Arts Society, which provides Kitikmeot Inuit youth with hands-on training in welding and fabrication—equipping them with valuable skills for employment in Nunavut's growing mineral development sector. B2Gold Nunavut remains committed to working alongside the Kitikmeot Inuit Association to advance further initiatives that ensure the benefits of the Back River Gold District reach the communities of Cambridge Bay, Kugluktuk, Gjoa Haven, Taloyoak, and Kugaaruk.

Environment

B2Gold's remains firmly committed to reducing greenhouse gas ("GHG") emissions, with a target to reduce Scope 1 and 2 emissions by 30% by 2030 against a 2021 baseline. The completion of the Fekola solar plant expansion in early 2025 underscores this commitment by advancing the decarbonization of operations through innovative and sustainable energy solutions. The expanded Fekola facility is expected to supply approximately 30% of the site's electricity demand and reduce annual emissions by an estimated 63,000 tonnes of carbon dioxide equivalent (CO 2 e).

Approach to Reporting

B2Gold is committed to the transparency of its sustainability risks, management and performance. The Report is aligned with the Global Reporting Initiative Sustainability Reporting Standards and the Sustainability Accounting Standards Board Mining and Metals Sustainability Accounting Standard . The Company firmly believes that the mining industry has an opportunity to contribute positively to the United Nations Sustainable Development Goals and it has reported its contribution in this regard since 2018.

Highlights from the 2024 Climate Strategy Update

2024 Highlights

  • B2Gold is committed to a GHG emissions reduction target of a 30% reduction in Scope 1 and 2 emissions by 2030 against a 2021 baseline.

  • The Company continued evaluation of financial impacts of key climate risks identified at sites during previous climate scenario analysis workshops.

  • The total Scope 1 and 2 GHG emissions (for the Fekola, Masbate and Otjikoto operations) remained relatively stable in 2024, with a slight decrease to an estimated 699 thousand tonnes CO 2 e compared to 701 thousand tonnes in 2023. The Company's consolidated GHG emissions intensity was 0.89 tonnes CO 2 e per gold ounce produced in 2024 (compared with 0.71 in 2023), a modest increase driven in part by a reduction in total gold production.

  • The proportion of electricity consumed at B2Gold operations from renewable sources was 21.7% in 2024. At Otjikoto, the proportion of electricity consumed from renewable sources was over 70%.

Looking Forward – 2025 and Beyond

In 2025, B2Gold looks forward to strengthening its global partnerships and deepening its commitment to the diverse communities in which it operates. The Company will continue investing in initiatives that expand vocational training and promote job creation, improve access to education, and enhance healthcare services. B2Gold believes that by building local capacity and fostering strong alignment among governments, communities, stakeholders, and the Company, it can help create resilient, healthy, and prosperous communities throughout the mining lifecycle.

As part of its climate strategy, B2Gold will continue to advance renewable energy initiatives across its operations, supporting its target to reduce Scope 1 and 2 GHG emissions by 30% by 2030 against a 2021 baseline. At the Masbate Gold Project, an 8.2-megawatt ("MW") solar plant is scheduled for installation in 2025, which will further reduce emissions and heavy fuel oil ("HFO") consumption. In Nunavut, following regulatory approvals received in 2024, B2Gold is finalizing project plans and environmental commitments for the proposed Back River Energy Centre—a renewable energy facility that could include up to thirteen wind turbines, solar panels, and battery storage, with the potential to deliver more than 55 MW of clean energy. This facility is expected to significantly reduce reliance on HFO, as well as the number of fuel barges and fuel truck trips along the winter ice road.

Beyond increasing the share of renewable energy in its operations, B2Gold is actively assessing a range of additional carbon reduction opportunities, including energy efficiency improvements, the use of alternative fuels, and optimization of materials movement. The Company remains committed to innovation by working closely with industry-leading partners and staying prepared to adopt emerging technologies that align with its decarbonization goals.

About B2Gold

B2Gold is a responsible international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.

ON BEHALF OF B2Gold Corp.

"Clive T. Johnson"
President and Chief Executive Officer

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Canadian Gold Corp. Provides an Update on the Forest Fire Situation Near the Tartan Mine

Canadian Gold Corp. Provides an Update on the Forest Fire Situation Near the Tartan Mine

Canadian Gold Corp. (TSXV: CGC) ("Canadian Gold" or the "Company") has temporarily suspended drilling operations at its Tartan Mine property near Flin Flon, Manitoba, due to a forest fire in the nearby vicinity.

"We have withdrawn our staff and continue to monitor our facilities remotely in accordance with local directives. Our team is in constant communication with local and provincial authorities to coordinate all efforts during this difficult time. All personnel are safe, and the Tartan facilities are secure. While all activities at the site are currently suspended, we remain hopeful that the nearby forest fire activity will not have any material impact on our Phase 4 drilling program.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
North Bay Resources Announces April Gold Concentrate Sales and Mobilization at Fran Gold Project, British Columbia

North Bay Resources Announces April Gold Concentrate Sales and Mobilization at Fran Gold Project, British Columbia

North Bay Resources, Inc. (the " Company " or " North Bay ") (OTC: NBRI) is pleased to announce final acceptance and settlement of the Company's 2 nd and 3 rd gold concentrate test shipments from the Company's Fran Gold Project processed at the Company's Bishop Gold Mill. Results of April test shipments are as follows:

Refinery Settlement   #2
LBS. (WET) 265
MOISTURE 16.20%
LBS (DRY) 222
DST 0.111
Au oz/dst 5.614
Ag oz/dst 2.506
Au: 0.623 oz
Ag: 0.278 oz
Metal Price May 20, 2025
Au $3,261.55
Ag $32.50
Total Value $1,836.88


News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Brixton Metals Commences Drilling at its Thorn Copper-Gold Project

Brixton Metals Commences Drilling at its Thorn Copper-Gold Project

Brixton Metals Corporation (TSX-V: BBB, OTCQB: BBBXF) (the " Company " or " Brixton ") is pleased to announce that its Thorn exploration camp is now open for the season and drilling has commenced. Brixton is fully funded for the 2025 exploration program with plans to expand near surface gold mineralization within the Camp Creek Corridor and at the Trapper Gold Target, and to drill test new, near surface copper porphyry mineralization at Catalyst Target. The 2,945 km 2 project is located in Northwest British Columbia, Canada, approximately 90 km northeast from Juneau, Alaska.

2025 Thorn Exploration Plan Highlights:

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×