REG - Wheaton Precious Met - Wheaton Acquires Kurmuk Project Stream

Wheaton Precious MetalsAnnouncement

06/12/2024 07:00

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RNS Number : 1241P  Wheaton Precious Metals Corp.  06 December 2024

 
 

 
    December 06, 2024
    Vancouver, British Columbia

 
 

Wheaton Precious Metals Announces the Acquisition of a

Gold Stream from Allied Gold's Kurmuk Project

 

Vancouver, British Columbia - Wheaton Precious Metals™ Corp. ("Wheaton" or
the "Company") is pleased to announce that its wholly-owned subsidiary,
Wheaton Precious Metals International Ltd. ("WPMI") has entered into a
definitive Precious Metals Purchase Agreement (the "Gold Stream") with Allied
Gold Corporation and its wholly owned subsidiary Allied Gold Services Inc.
(together, "Allied"), in respect of the Kurmuk Project located in Ethiopia
(the "Project" or "Kurmuk").

 

"Wheaton is pleased to announce a streaming agreement with Allied to advance
the construction of the Kurmuk project, which is set to be the first
commercial gold mine in Ethiopia," said Randy Smallwood, President and CEO of
Wheaton Precious Metals. "This fully permitted, high quality development
project offers significant exploration potential, supported by a team at
Allied with a proven operating track record. We are excited to partner with
Allied to unlock opportunities that empower the local communities and help
drive the growth of Ethiopia's emerging metals and mining sector."

 

"We are delighted to partner with Wheaton on this streaming financing. This
began as a multi-party process although it soon became apparent to us that
Wheaton would be our partner of choice. They conducted detailed and extensive
diligence, were supportive of our efforts, worked with us in evaluating and
considering optimization opportunities and recognized the inherent value of
our Kurmuk project, a value that we believe significantly exceeds the value
implied in our share price. We take our sustainability programs seriously, and
it was a delight to see Wheaton not only support these programs but provide
suggested improvements. We also welcome Wheaton as a shareholder with a share
position acquired in Allied's recent overnight marketed equity financing."
commented Peter Marrone, Chairman and CEO of Allied Gold Corporation. "The
stream financing now allows us to complete the gold prepay which is the final
component of our planned comprehensive financing package for the development
of the Kurmuk project. The gold prepay is expected to be led by the lending
syndicate for Allied's revolving credit facility, with proceeds available to
Allied following the completion of the stream financing. We expect the Kurmuk
mine will become one of the more significant precious metal mines in the world
delivering significant production and cash flow following its construction."

 

Transaction Key Terms

(All values in US$ unless otherwise noted)

§ Gold Stream Upfront Consideration: WPMI will pay Allied total upfront cash
consideration of US$175 million (the "Deposit") in four equal installment
payments during construction, subject to certain customary conditions.

§ Streamed Metal: WPMI will purchase 6.7% of the payable gold until a total
of 220 thousand ounces ("Koz") of gold has been delivered, at which point WPMI
will purchase 4.8% of the payable gold for the life of mine. During any period
in which debt exceeding US$150 million ranks ahead of the Gold Stream, the
stream percentage increases to 7.15% and decreases to 5.25% once the drop-down
threshold is reached. Payable gold is calculated using a fixed payable factor
of 99.95%.

§ Production Profile(1): Attributable Gold Stream production is forecast to
average over 16 Koz of gold per year for the first ten years of production.
The Project is forecast to have an 11-year mine life based on reserves alone
with additional upside from resources and significant exploration potential.
First production is anticipated in mid-2026.

§ Production Payments: WPMI will make ongoing payments for the gold ounces
delivered equal to 15% of the spot price of gold

§ Incremental Reserves and Resources(( 1  (#_edn1) )): The addition of the
Kurmuk Project will increase Wheaton's total estimated Proven and Probable
Mineral gold reserves by 0.18 million ounces ("Moz"), Measured and Indicated
Mineral gold resources by 0.03 Moz and Inferred gold resources by 0.02 Moz.

§ Other Considerations:

o  The Gold Stream will include a customary completion test based on expected
gold production and expected mining rates.

o  WPMI has obtained a right of first refusal on any future precious metal
streams, royalties, prepays or similar transactions relative to the Kurmuk
Project.

o  In the event of a change of control prior to the earlier of completion and
January 1, 2027, Allied will have an option to buyback one third of the
stream.

o  The Gold Stream will cover the existing mining license for the Kurmuk
Project and until 255Koz of payable gold are delivered to WPMI, an additional
50km radius around the mining license.

o  Allied and certain subsidiaries will provide WPMI with corporate
guarantees and certain other security. Other Allied subsidiaries will provide
guarantees and security in respect of the Sadiola Mine pending the delivery of
certain Kurmuk related security.

o  Allied is expected to comply in all material respects with the
International Finance Corporation's Performance Standards on Environmental and
Social Sustainability, the Voluntary Principles on Security and Human Rights,
the Global Industry Standard on Tailings Management, and WPMI's
Partner/Supplier Code of Conduct, which outlines Wheaton's expectations in
regard to environmental, social and governance ("ESG") matters.

o  The Company participated in Allied's equity financing completed on October
18, 2024 in the amount of C$20.15 million, with gross proceeds totalling C$221
million.

 

Financing the Transactions

As at September 30, 2024, the Company had approximately $694 million of cash
on hand and believes that when combined with the liquidity provided by the
available credit under the $2 billion revolving term loan and ongoing
operating cash flows, WPMI is well positioned to fund the acquisition of the
Gold Stream as well as all outstanding commitments and known contingencies and
provides flexibility to acquire additional accretive mineral stream interests.

 

About Allied and the Kurmuk Project

Allied Gold Corporation (TSX: AAUC, OTCQX: AAUCF) is an international gold
mining company with a diversified portfolio of long-life assets that have
significant near-term growth upside.

 

The Kurmuk Project is an advanced stage development project in the
Benishangul-Gumuz region of Ethiopia. The project involves a two-phase
development plan requiring a total capital investment of approximately $500
million. The initial phase of early works was completed mid-2024, and Allied
anticipates capital expenditures to reach approximately $100 million in 2024.
Construction activities are progressing well to date and the project remains
on schedule with production expected to begin by the second quarter of 2026.
The project aims to achieve an average annual gold production of approximately
270Koz over the first five years and sustain an average of over 240Koz
annually over a 10-year mine life, at All-in sustaining costs of approximately
$1000 per ounce. The current project design encompasses the Dish Mountain and
Ashashire deposits, with numerous exploration targets across the Kurmuk
Project's expansive 1,450 km² exploration territory.

 

Attributable Gold Mineral Reserves and Mineral Resources - Kurmuk Project

 

 

 Category   Tonnage  Grade Au g/t  Contained

            Mt                     Au Moz

 Proven     1.5      1.51          0.07
 Probable   2.6      1.35          0.11
 P&P        4.1      1.41          0.18
 Measured   0.2      1.30          0.01
 Indicated  0.5      1.35          0.02
 M&I        0.6      1.34          0.03
 Inferred   0.4      1.62          0.02

 

 

 

Notes on Mineral Reserves & Mineral Resources:

1.   All Mineral Reserves and Mineral Resources have been estimated in
accordance with the 2014 Canadian Institute of Mining, Metallurgy and
Petroleum (CIM) Standards for Mineral Resources and Mineral Reserves and
National Instrument 43-101 - Standards for Disclosure for Mineral Projects
("NI 43-101").

2.   Mineral Reserves and Mineral Resources are reported above in millions
of metric tonnes ("Mt"), grams per metric tonne ("g/t") and millions of ounces
("Moz").

3.   Qualified persons ("QPs"), as defined by the NI 43-101, for the
technical information contained in this document (including the Mineral
Reserve and Mineral Resource estimates) are:

a.   Neil Burns, M.Sc., P.Geo. (Vice President, Technical Services); and

b.   Ryan Ulansky, M.A.Sc., P.Eng. (Vice President, Engineering),

both employees of the Company (the "Company's QPs").

4.   The Mineral Resources reported in the above tables are exclusive of
Mineral Reserves.

5.   Mineral Resources, which are not Mineral Reserves, do not have
demonstrated economic viability.

6.   Kurmuk Project Mineral Reserves and Mineral Resources are reported as
of December 31, 2023.

7.   Kurmuk Project Mineral Reserves are reported above gold grade cut-offs
ranging from 0.30 to 0.45 grams per tonne assuming $1,500 per ounce gold.

8.   Kurmuk Project Mineral Resources are reported above a gold grade
cut-off of 0.5 grams per tonne assuming a gold price of $1,800 per ounce.

9.   The Gold Stream provides that Allied will deliver gold equal to 6.7% of
the payable gold until a total of 220 Koz of gold has been delivered, subject
to adjustment if there are delays in deliveries relative to an agreed
schedule, then 4.8% of the payable gold for the life of the mine.

 

Neil Burns, P.Geo., Vice President, Technical Services for Wheaton Precious
Metals and Ryan Ulansky, P.Eng., Vice President, Engineering, are a "qualified
person" as such term is defined under National Instrument 43-101, and have
reviewed and approved the technical information disclosed in this news release
(specifically Mr. Burns has reviewed mineral resource estimates and Mr.
Ulansky has reviewed the mineral reserve estimates).

 

About Wheaton Precious Metals

Wheaton is the world's premier precious metals streaming company with the
highest-quality portfolio of long-life, low-cost assets. Its business model
offers investors commodity price leverage and exploration upside but with a
much lower risk profile than a traditional mining company. Wheaton delivers
amongst the highest cash operating margins in the mining industry, allowing it
to pay a competitive dividend and continue to grow through accretive
acquisitions. As a result, Wheaton has consistently outperformed gold and
silver, as well as other mining investments. Wheaton is committed to strong
ESG practices and giving back to the communities where Wheaton and its mining
partners operate. Wheaton creates sustainable value through streaming for all
of its stakeholders.

 

For further information, please contact:

 

Wheaton Precious Metals:

Emma Murray

Vice President, Investor Relations

Tel: 1-844-288-9878

Email: info@wheatonpm.com

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This press release contains "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of applicable Canadian
securities legislation concerning the business, operations and financial
performance of Wheaton and, in some instances, the business, mining operations
and performance of Wheaton's Precious Metals Purchase Agreement ("PMPA")
counterparties. Forward-looking statements, which are all statements other
than statements of historical fact, include, but are not limited to,
statements with respect to:

·      payment by WPMI of $175 million to Allied and the satisfaction of
each party's obligations in accordance with the Gold Stream;

·      the receipt by WPMI of gold production in respect of the Project;

·      the estimation of future production from the mineral stream
interests and mineral royalty interests currently owned by the Company (the
"Mining Operations") (including in the estimation of production, mill
throughput, grades, recoveries and exploration potential);

·      the estimation of mineral reserves and mineral resources
(including the estimation of reserve conversion rates and the realization of
such estimations);

·      the commencement, timing and achievement of construction,
expansion or improvement projects by Wheaton's PMPA counterparties at Mining
Operations;

·      the payment of upfront cash consideration to counterparties under
PMPAs, the satisfaction of each party's obligations in accordance with PMPAs
and the receipt by the Company of precious metals and cobalt production or
other payments in respect of the applicable Mining Operations under PMPAs;

·      the ability of Wheaton's PMPA counterparties to comply with the
terms of a PMPA (including as a result of the business, mining operations and
performance of Wheaton's PMPA counterparties) and the potential impacts of
such on Wheaton;

·      future payments by the Company in accordance with PMPAs,
including any acceleration of payments;

·      the costs of future production;

·      the estimation of produced but not yet delivered ounces;

·      the future sales of Common Shares under, the amount of net
proceeds from, and the use of the net proceeds from, the at-the-market equity
program;

·      continued listing of the Common Shares on the LSE, NYSE and TSX;

·      any statements as to future dividends;

·      the ability to fund outstanding commitments and the ability to
continue to acquire accretive PMPAs;

·      projected increases to Wheaton's production and cash flow
profile;

·      projected changes to Wheaton's production mix;

·      the ability of Wheaton's PMPA counterparties to comply with the
terms of any other obligations under agreements with the Company;

·      the ability to sell precious metals and cobalt production;

·      confidence in the Company's business structure;

·      the Company's assessment of taxes payable, including taxes
payable under the GMT, and the impact of the CRA Settlement, and the Company's
ability to pay its taxes;

·      possible CRA domestic audits for taxation years subsequent to
2016 and international audits;

·      the Company's assessment of the impact of any tax reassessments;

·      the Company's intention to file future tax returns in a manner
consistent with the CRA Settlement;

·      the Company's climate change and environmental commitments; and

·      assessments of the impact and resolution of various legal and
tax matters, including but not limited to audits

Generally, these 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", "projects",
"intends", "anticipates" or "does not anticipate", or "believes", "potential",
or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might" or "will be taken", "occur"
or "be achieved". Forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Wheaton to be materially
different from those expressed or implied by such forward-looking statements,
including but not limited to:

·      risks relating to the satisfaction of each party's obligations in
accordance with the terms of the Gold Stream;

·      risks associated with fluctuations in the price of commodities
(including Wheaton's ability to sell its precious metals or cobalt production
at acceptable prices or at all);

·      risks related to the Mining Operations (including fluctuations in
the price of the primary or other commodities mined at such operations,
regulatory, political and other risks of the jurisdictions in which the Mining
Operations are located, actual results of mining, risks associated with
exploration, development, operating, expansion and improvement at the Mining
Operations, environmental and economic risks of the Mining Operations, and
changes in project parameters as Mining Operations plans continue to be
refined);

·      absence of control over the Mining Operations and having to rely
on the accuracy of the public disclosure and other information Wheaton
receives from the owners and operators of the Mining Operations as the basis
for its analyses, forecasts and assessments relating to its own business;

·      risks related to the uncertainty in the accuracy of mineral
reserve and mineral resource estimation;

·      risks related to the satisfaction of each party's obligations in
accordance with the terms of the Company's PMPAs, including the ability of the
companies with which the Company has PMPAs to perform their obligations under
those PMPAs in the event of a material adverse effect on the results of
operations, financial condition, cash flows or business of such companies, any
acceleration of payments, estimated throughput and exploration potential;

·      risks relating to production estimates from Mining Operations,
including anticipated timing of the commencement of production by certain
Mining Operations;

·      Wheaton's interpretation of, or compliance with, or application
of, tax laws and regulations or accounting policies and rules, being found to
be incorrect or the tax impact to the Company's business operations being
materially different than currently contemplated, or the ability of the
Company to pay such taxes as and when due;

·      any challenge or reassessment by the CRA of the Company's tax
filings being successful and the potential negative impact to the Company's
previous and future tax filings;

·      risks in assessing the impact of the CRA Settlement (including
whether there will be any material change in the Company's facts or change in
law or jurisprudence);

·      risks related to any potential amendments to Canada's transfer
pricing rules under the Income Tax Act (Canada) that may result from the
Department of Finance's consultation paper released June 6, 2023;

·      risks relating to Wheaton's interpretation of, compliance with,
or application of the GMT, including Canada's GMTA and the legislation enacted
in Luxembourg, that applies to the income of the Company's subsidiaries for
fiscal years beginning on or after December 31, 2023;

·      counterparty credit and liquidity risks;

·      mine operator and counterparty concentration risks;

·      indebtedness and guarantees risks;

·      hedging risk;

·      competition in the streaming industry risk;

·      risks relating to security over underlying assets;

·      risks relating to third-party PMPAs;

·      risks relating to revenue from royalty interests;

·      risks related to Wheaton's acquisition strategy;

·      risks relating to third-party rights under PMPAs;

·      risks relating to future financings and security issuances;

·      risks relating to unknown defects and impairments;

·      risks related to governmental regulations;

·      risks related to international operations of Wheaton and the
Mining Operations;

·      risks relating to exploration, development, operating, expansions
and improvements at the Mining Operations;

·      risks related to environmental regulations;

·      the ability of Wheaton and the Mining Operations to obtain and
maintain necessary licenses, permits, approvals and rulings;

·      the ability of Wheaton and the Mining Operations to comply with
applicable laws, regulations and permitting requirements;

·      lack of suitable supplies, infrastructure and employees to
support the Mining Operations;

·      risks related to underinsured Mining Operations;

·      inability to replace and expand mineral reserves, including
anticipated timing of the commencement of production by certain Mining
Operations (including increases in production, estimated grades and
recoveries);

·      uncertainties related to title and indigenous rights with respect
to the mineral properties of the Mining Operations;

·      the ability of Wheaton and the Mining Operations to obtain
adequate financing;

·      the ability of the Mining Operations to complete permitting,
construction, development and expansion;

·      challenges related to global financial conditions;

·      risks associated with environmental, social and governance
matters;

·      risks related to fluctuations in commodity prices of metals
produced from the Mining Operations other than precious metals or cobalt;

·      risks related to claims and legal proceedings against Wheaton or
the Mining Operations;

·      risks related to the market price of the Common Shares of
Wheaton;

·      the ability of Wheaton and the Mining Operations to retain key
management employees or procure the services of skilled and experienced
personnel;

·      risks related to interest rates;

·      risks related to the declaration, timing and payment of
dividends;

·      risks related to access to confidential information regarding
Mining Operations;

·      risks associated with multiple listings of the Common Shares on
the LSE, NYSE and TSX;

·      risks associated with a possible suspension of trading of Common
Shares;

·      risks associated with the sale of Common Shares under the
at-the-market equity program, including the amount of any net proceeds from
such offering of Common Shares and the use of any such proceeds;

·      equity price risks related to Wheaton's holding of long‑term
investments in other companies;

·      risks relating to activist shareholders;

·      risks relating to reputational damage;

·      risks relating to expression of views by industry analysts;

·      risks related to the impacts of climate change and the transition
to a low-carbon economy;

·      risks associated with the ability to achieve climate change and
environmental commitments at Wheaton and at the Mining Operations;

·      risks related to ensuring the security and safety of information
systems, including cyber security risks;

·      risks relating to generative artificial intelligence;

·      risks relating to compliance with anti-corruption and
anti-bribery laws;

·      risks relating to corporate governance and public disclosure
compliance;

·      risks of significant impacts on Wheaton or the Mining Operations
as a result of an epidemic or pandemic;

·      risks related to the adequacy of internal control over financial
reporting; and

·      other risks discussed in the section entitled "Description of the
Business - Risk Factors" in Wheaton's Annual Information Form available on
SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) and Wheaton's Form 40-F
for the year ended December 31, 2023 on file with the U.S. Securities and
Exchange Commission on EDGAR (the "Disclosure").

Forward-looking statements are based on assumptions management currently
believes to be reasonable, including (without limitation):

·      the payment of $175 million to Allied and the satisfaction of
each party's obligations in accordance with the terms of the Gold Stream;

·      that there will be no material adverse change in the market price
of commodities;

·      that the Mining Operations will continue to operate and the
mining projects will be completed in accordance with public statements and
achieve their stated production estimates;

·      that the mineral reserves and mineral resource estimates from
Mining Operations (including reserve conversion rates) are accurate;

·      that public disclosure and other information Wheaton receives
from the owners and operators of the Mining Operations is accurate and
complete;

·      that the production estimates from Mining Operations are
accurate;

·      that each party will satisfy their obligations in accordance with
the PMPAs;

·      that Wheaton will continue to be able to fund or obtain funding
for outstanding commitments;

·      that Wheaton will be able to source and obtain accretive PMPAs;

·      that the terms and conditions of a PMPA are sufficient to recover
liabilities owed to the Company;

·      that Wheaton has fully considered the value and impact of any
third-party interests in PMPAs;

·      that expectations regarding the resolution of legal and tax
matters will be achieved (including CRA audits involving the Company);

·      that Wheaton has properly considered the application of Canadian
tax laws to its structure and operations and that Wheaton will be able to pay
taxes when due;

·      that Wheaton has filed its tax returns and paid applicable taxes
in compliance with Canadian tax laws;

·      that Wheaton's application of the CRA Settlement is accurate
(including the Company's assessment that there has been no material change in
the Company's facts or change in law or jurisprudence);

·      that Wheaton's assessment of the tax exposure and impact on the
Company and its subsidiaries of the implementation of a 15% global minimum tax
is accurate;

·      that any sale of Common Shares under the at-the-market equity
program will not have a significant impact on the market price of the Common
Shares and that the net proceeds of sales of Common Shares, if any, will be
used as anticipated;

·      that the trading of the Common Shares will not be adversely
affected by the differences in liquidity, settlement and clearing systems as a
result of multiple listings of the Common Shares on the LSE, the TSX and the
NYSE;

·      that the trading of the Company's Common Shares will not be
suspended;

·      the estimate of the recoverable amount for any PMPA with an
indicator of impairment;

·      that neither Wheaton nor the Mining Operations will suffer
significant impacts as a result of an epidemic or pandemic; and

·      such other assumptions and factors as set out in the Disclosure.

There can be no assurance that forward-looking statements will prove to be
accurate and even if events or results described in the forward-looking
statements are realized or substantially realized, there can be no assurance
that they will have the expected consequences to, or effects on, Wheaton.
Readers should not place undue reliance on forward-looking statements and are
cautioned that actual outcomes may vary. The forward-looking statements
included herein are for the purpose of providing readers with information to
assist them in understanding Wheaton's expected financial and operational
performance and may not be appropriate for other purposes. Any forward-looking
statement speaks only as of the date on which it is made, reflects Wheaton's
management's current beliefs based on current information and will not be
updated except in accordance with applicable securities laws. Although Wheaton
has attempted to identify important factors that could cause actual results,
level of activity, performance or achievements to differ materially from those
contained in forward‑looking statements, there may be other factors that
cause results, level of activity, performance or achievements not to be as
anticipated, estimated or intended.

 

Cautionary Language Regarding Reserves And Resources

 

For further information on Mineral Reserves and Mineral Resources and on
Wheaton more generally, readers should refer to Wheaton's Annual Information
Form for the year ended December 31, 2023, which was filed on March 28, 2024
and other continuous disclosure documents filed by Wheaton since January 1,
2024, available on SEDAR at www.sedar.com. Wheaton's Mineral Reserves and
Mineral Resources are subject to the qualifications and notes set forth
therein. Mineral Resources which are not Mineral Reserves do not have
demonstrated economic viability. Numbers have been rounded as required by
reporting guidelines and may result in apparent summation differences.

 

Cautionary Note to United States Investors Concerning Estimates of Measured,
Indicated and Inferred Resources: The information contained herein has been
prepared in accordance with the requirements of the securities laws in effect
in Canada, which differ from the requirements of United States securities
laws. The Company reports information regarding mineral properties,
mineralization and estimates of mineral reserves and mineral resources in
accordance with Canadian reporting requirements which are governed by, and
utilize definitions required by,  Canadian National Instrument 43-101 -
Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian
Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as amended (the "CIM Standards"). These definitions differ from the
definitions adopted by the United States Securities and Exchange Commission
("SEC") under the United States Securities Act of 1933, as amended (the
"Securities Act") which are applicable to U.S. companies. Accordingly, there
is no assurance any mineral reserves or mineral resources that the Company may
report as "proven mineral reserves", "probable mineral reserves", "measured
mineral resources", "indicated mineral resources" and "inferred mineral
resources" under NI 43-101 would be the same had the Company prepared the
reserve or resource estimates under the standards adopted by the SEC.
Information contained herein that describes Wheaton's mineral deposits may not
be comparable to similar information made public by U.S. companies subject to
reporting and disclosure requirements under the United States federal
securities laws and the rules and regulations thereunder. United States
investors are urged to consider closely the disclosure in Wheaton's Form 40-F,
a copy of which may be obtained from Wheaton or from
https://www.sec.gov/edgar.shtml (https://www.sec.gov/edgar.shtml) .

 

 1  (#_ednref1) ) Please refer to the Attributable Mineral Reserves &
Mineral Resources table in this news release for full disclosure of reserves
and resources associated with the Kurmuk Project including accompanying
footnotes.

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