Teranga arranges $65-million in equity financings
2016-11-01 16:54 ET - News Release
Mr. Richard Young reports
TERANGA GOLD ANNOUNCES $65 MILLION EQUITY OFFERING
Teranga Gold Corp. has entered into agreements to offer a total of 62 million common shares of the company at a price of $1.05 per common share, for aggregate gross proceeds to the company of approximately $65-million.
Under the agreements, 32,500,000 common shares will be issued on a bought deal basis at a price of $1.05 per common share through a syndicate of underwriters co-led by RBC Capital Markets ("RBC") and Cormark Securities Inc. ("Cormark") for gross proceeds of approximately $34 million (the "Public Offering").
An additional 29,500,000 common shares will be issued on a non-brokered private placement basis at the same price of $1.05 per common share to Tablo Corporation for gross proceeds of approximately $31 million (the "Concurrent Private Placement"). Following completion of the Offering, Tablo Corporation, controlled by David Mimran, will hold a total of 92,876,260 common shares, or 17.4%, of Teranga's issued and outstanding common shares (calculated on a non-diluted basis and not including exercise of the over-allotment option). Stanhope Capital LLP acted as financial advisor to Tablo Corporation and David Mimran on this Concurrent Private Placement.
In connection with the Public Offering, the underwriters will have the option, exercisable in whole or in part, at any time up to 30 days following the closing of the Public Offering, to purchase up to an additional 4,875,000 common shares at the Offering Price to cover over-allotments, if any. In the event that the over-allotment option is exercised in its entirety, the aggregate gross proceeds of the Offering to the company will be approximately $70 million.
The company plans to direct approximately $30 million of the net proceeds of the Offering to construction readiness activities for its newly acquired Banfora gold project in Burkina Faso, West Africa. Such activities may include reserve development drilling, updating scientific and technical report and optimization studies, commencement of village relocation and early engineering works. The company intends to use the remainder of the net proceeds to fund exploration activities associated with its Banfora, Golden Hill and Gourma gold projects in Burkina Faso and for general corporate purposes.
Although the company intends to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary depending on future developments in the company's mineral properties or unforeseen events.
The company expects to file a preliminary short-form prospectus on or about November 7, 2016 and intends to file a final prospectus on or about November 14, 2016, in each case with the securities regulatory authorities in each of the provinces of Canada, other than the Province of Quebec, and the Australian Securities and Investments Commission ("ASIC").
The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction. The Offering is scheduled to close on or about November 21, 2016, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the Australian Securities Exchange.
We seek Safe Harbor.
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