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February 1, 2017 – Vancouver, BC – Luna Gold Corp. (TSX: LGC) (“Luna Gold”) and JDL Gold Corp. (TSX-V: JDL) (“JDL”) are pleased to announce that they have entered into an arrangement agreement (the “Agreement”) to combine their businesses, creating a multi-asset mining company (the “Transaction”). The combined company intends to change its name to Trek Mining Inc. (“Trek”) and expects to trade on the TSX Venture Exchange (“TSX-V”) under the ticker symbol “TREK”.
Trek Mining Highlights
• Strong leadership team: Combined executive team and directors have the financial, technical, construction and operations experience to advance the combined assets and build a leading mid-tier gold producer
• Significant cash position: Well capitalized with approximately C$66 M ($50 M) in cash and no cash debt
• Simplified balance sheet: All cash debt repaid or settled in equity
• Diversified asset portfolio: Asset portfolio anchored by near-term production from the Aurizona gold project in Brazil, increasing gold production from milling operations at the Koricancha Mill in Peru, and a pipeline of exploration-stage projects, providing a platform for growth
• De-risks Aurizona development: Strong cash position increases construction financing flexibility for Aurizona and allows for purchase of long-lead capital items following completion of the feasibility study
• Enhanced capital markets profile: Broad shareholder base with supportive and recognized investors and improved liquidity
Trek will be well-funded, with approximately C$66 million ($50 million) in cash and no cash debt, and will be strongly positioned to advance the Aurizona gold project (“Aurizona” or the “Aurizona Project”) to production. The Transaction also accelerates exploration at Aurizona with a focus on the drill-ready targets directly along strike from the existing reserves and resources at the Piaba open pit. Trek’s portfolio includes the gold-producing Koricancha Mill in Peru and a robust pipeline of gold and copper exploration assets in South and North America.
Christian Milau, CEO of Luna Gold said: “This transaction achieves a number of our near-term growth objectives and is the next step toward our vision of building a leading mid-tier gold producer. We have spent our first six months at Luna Gold focused on development of Aurizona. Our cash position post Transaction, together with a simplified balance sheet, will provide a solid foundation to advance Aurizona to production and accelerate exploration efforts. We see significant potential in JDL’s asset portfolio and believe the combined company puts us on an exciting growth path.”
David Lowell, Chairman of JDL and incoming Director of Trek, said: “We are excited to team with Luna Gold in building a meaningful new mining company. JDL’s shareholders will participate in the near-term gold production and exceptional exploration upside at Aurizona. The exploration potential, both on trend and regionally, represents a substantial opportunity for extension of the mine life and new discoveries. I look forward to joining the Trek Mining board of directors and continuing to work for the benefit of all our stakeholders.”
Lukas Lundin said: “I am pleased to support the merger of JDL and Luna Gold to create Trek Mining. I am enthusiastic about Trek’s current portfolio of assets and am confident that this combination of management, assets and opportunity provides Trek with a strong foundation for success and momentum going forward.”
Pacific Road Resources Fund (“Pacific Road”) and Sandstorm Gold Ltd. (“Sandstorm”), the two largest shareholders of Luna Gold, and Lorito Holdings (Guernsey) Ltd. and Zebra Holdings and Investments (Guernsey) Ltd., the largest shareholders of JDL (both controlled by a trust settled by the late Adolf H. Lundin), have entered into support agreements to vote in favour of the Transaction.
Upon completion of the Transaction, Trek’s asset base will consist of:
• Cash of approximately C$66 million ($50 million) including marketable securities 1
• 100% ownership of the feasibility-stage Aurizona Project in Brazil, a past-producing open-pit gold mine that is anticipated to recommence production by year-end 2018, targeting average annual gold production of 150,000 ounces for the first five years with all-in sustaining costs of $708/ounce 2
• 75% ownership of the Koricancha Mill, an operating gold ore processing facility in Peru 3
• 100% ownership of the Warintza copper-molybdenum exploration-stage project in Ecuador, with an inferred resource of 195 million tonnes at a copper equivalent grade of 0.61% 4
• 100% ownership of the high-grade past-producing Elk Gold project in British Columbia, Canada 5
• 100% ownership of the Ricardo Claim block in Chile, strategically located on the West Fissure fault that hosts numerous porphyry copper deposits including Escondida and Chuquicamata 6
Under the terms of the Agreement, JDL will acquire all outstanding shares of Luna Gold pursuant to a plan of arrangement in exchange for 1.105 JDL common shares for each Luna Gold common share (the “Exchange Ratio”). Each Luna Gold warrant, option and restricted share unit will become exercisable for JDL common shares, as adjusted in accordance with the Exchange Ratio. The Exchange Ratio represents consideration of approximately C$2.20 per Luna Gold share based on the JDL share price as at the close of market on January 31, 2017, a premium of approximately 16% to Luna Gold’s 20-day volume weighted average price and 23% to Luna Gold’s share price as at the close of market on January 31, 2017.
All Pacific Road debt will be repaid concurrent with or immediately following closing of the Transaction. In addition, the Sandstorm Debt Facility of $20 million, plus accrued interest, will be settled in exchange for equity, or a combination of equity and cash, concurrent with closing of the Transaction.
Pursuant to the Agreement, the requisite approval of the Transaction for Luna Gold is the affirmative vote of: (i) 66 2/3% of the votes cast by Luna Gold securityholders, voting together as a single class, present in person or represented by proxy at the Luna Gold special meeting; (ii) 66 2/3% of the votes cast by Luna Gold shareholders present in person or represented by proxy at the Luna Gold special meeting; (iii) 66 2/3% of the votes cast by Luna Gold restricted share unit holders present in person or represented by proxy at the Luna Gold special meeting; and (iv) a majority of the votes cast by Luna Gold shareholders present in person or represented by proxy at the Luna Gold special meeting excluding, for this purpose, votes attached to Luna Gold common shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. The requisite approval for each of the Luna Gold debt exchange and the Pacific Road debt settlement is the affirmative vote of a majority of the minority of the votes cast by Luna Gold shareholders present in person or represented by proxy at the Luna Gold special meeting. The vote on each of the Luna Gold debt exchange and the Pacific Road debt settlement will exclude, for this purpose, votes attached to the Luna Gold common shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101.
The issuance of JDL securities pursuant to the Arrangement and the Concurrent Financing (as defined below) and the creation of new control persons will require a majority vote of JDL shareholders.
The special meetings of both companies are expected to be held in the second half of March 2017. A joint information circular detailing the terms and conditions of the Transaction will be filed with regulatory authorities and mailed to the securityholders of Luna Gold and shareholders of JDL in accordance with applicable securities laws.
Completion of the Transaction is expected to occur by the end of March 2017. Completion of the Transaction is subject to completion of the Concurrent Financing, which is fully backstopped by Pacific Road, and receipt of all regulatory, shareholder and court approvals in addition to other customary closing conditions. The Transaction includes customary deal-protection provisions, including non-solicitation of alternative transactions and a C$6.5 million ($4.9 million) reciprocal termination fee payable under certain circumstances.
Concurrent with the Transaction, JDL intends to raise approximately C$27 million ($20 million) in a non-brokered private placement financing (the “Concurrent Financing”) of subscription receipts of JDL (the “Subscription Receipts”) at a price of C$2.00 per Subscription Receipt. Pacific Road has entered into an agreement with JDL to backstop the full amount of the Concurrent Financing. Completion of the Concurrent Financing is a condition to closing of the Transaction.
Each Subscription Receipt will entitle the holder to receive automatically upon closing of the Transaction, without any further action on the part of the holder and without payment of additional consideration, one Unit, comprising one JDL common share (a “Common Share”) and one JDL listed common share purchase warrant (a “Warrant”). Each Warrant will have the same terms as the existing JDL common share purchase warrants listed on the TSX-V under the ticker symbol “JDL.WT” and will entitle the holder to acquire one Common Share of Trek at an exercise price of C$3.00 with an expiry date of October 6, 2021.
The Shares and Warrants issued upon conversion of the Subscription Receipts may be traded by the holders through the facilities of the TSX-V and will not be subject to a statutory hold period.
Proceeds of the Concurrent Financing will be used to repay all outstanding debt payable by Luna Gold to Pacific Road.
Trek Leadership Team
Luna Gold’s executive team will remain in place with Christian Milau as CEO and Executive Director and Greg Smith joining as President and Executive Director. The new Board of Directors of Trek will have four directors appointed by Luna Gold, including the Chairman, with four appointed by JDL:
CEO & Exec. Director
President & Exec. Director
Marcel de Groot
Trek Mining Assets
The Aurizona Project in northeastern Brazil produced gold from 2010 until late 2015 when it was placed on care and maintenance. The Aurizona Project produced a total of 329,042 ounces of gold at an average grade of 1.28 g/t gold and average recoveries of 88%. Remaining Proven & Probable Reserves are estimated at 18.6 million tonnes @ 1.62 g/t for 969,000 ounces of gold, with Measured & Indicated Resources (inclusive of reserves) of 29.9 million tonnes @ 1.67 g/t for 1,599,400 ounces of gold. 7
A Pre-feasibility Study for the Aurizona Project, completed in September 2016, is based on a new mine plan and mineral reserve estimate and outlines the design of an open-pit gold mine with the following attributes: 2
• Production profile: 150,000 ounces of gold per year for the first five years, with an initial 6.5-year mine life
• Robust returns: After-tax internal rate of return of 34% at $1,250/oz ($1,350/oz: 40%)
• Value: After-tax net present value (5% discount rate) of $201 million at $1,250/oz ($1,350/oz: $256 million)
• Low capex: Leveraging significant existing infrastructure at site results in capital benefits, with initial capital costs estimated at $146 million, including a new mining fleet, and life-of-mine sustaining capital estimated at $47 million
• Low all-in sustaining costs: Estimated at $708/oz of gold produced
Completion of a feasibility study for Aurizona is expected around the end of Q1-2017 followed by an 18-month construction period, with first gold pour targeted for year-end 2018. 2
The Aurizona Project constitutes a large land package totaling approximately 241,400 hectares that includes the Aurizona mining license, brownfields exploration properties proximal to the Aurizona mine site, and earlier-stage greenfields exploration properties that are under option to AngloGold Ashanti Holdings plc (“AngloGold”).
Near-mine, drill-ready exploration targets include Piaba West, which has the potential to extend the existing Piaba deposit 400 metres to the southwest, and Tatajuba. The Tatajuba target is situated on the same Piaba structure and represents a potential four-km extension along strike from Piaba West. An application is underway to convert Tatajuba to a mining permit with the objective of expediting exploration of this target.
The greenfields land position covers approximately 191,426 hectares and is subject to a Joint Venture Agreement with AngloGold, whereby AngloGold can earn a 70% interest in the greenfields land position by spending $14 million on exploration over a four-year period. AngloGold commenced exploration in August 2016 and is currently undertaking extensive airborne surveys over the entire land package, including the brownfields properties and the Aurizona mine site.
The Koricancha Mill, located in Arequipa, Peru, is an industrial gold processing plant with processing capacity of 350 tpd of ore. Koricancha purchases mineralized feed at a market discount from legally operating small-scale and artisanal miners throughout Peru and processes the material to produce gold and silver for its own account. Koricancha recommenced gold production during Q4-2016 and is focused on increasing throughput toward its installed capacity. 3
The Warintza Project is a copper-molybdenum porphyry deposit in southeast Ecuador. The project consists of mineral concessions covering a total of 22,676 hectares, located 40 km north of the Mirador copper-gold development project and near contiguous with the San Carlos Panantza exploration-stage copper-molybdenum deposit. A 2013 resource estimate for Warintza outlined 195.0 million tonnes of Inferred Resources grading 0.42% copper and 0.031% molybdenum, for 1.808 billion pounds of copper and 132.3 million pounds of molybdenum, and a copper-equivalent grade of 0.61%.
The Elk Gold Project in British Columbia, Canada consists of 27 contiguous mineral claims and one mining lease covering 16,566 hectares. Approximately 51,500 ounces of gold were produced between 1992 and 1995 from a test pit on site. A 6,597-tonne bulk sample was mined and processed in 2014, producing 3,531 ounces of gold with an average grade of 16.65 g/t. An updated resource estimate in 2016 outlined 1.043 million tonnes of Measured & Indicated Resources at a grade of 6.32 g/t for 211,900 ounces of gold, and 1.097 million tonnes of Inferred Resources at a grade of 5.94 g/t for 209,600 ounces of gold. 5
The Ricardo claim block consists of approximately 16,000 hectares strategically located along the West Fissure fault in Chile. The West Fissure fault hosts numerous large porphyry copper deposits including Escondida and Chuquicamata, two of the world’s largest known copper deposits. While proximity to existing porphyry deposits does not guarantee that similar mineralization will exist on the Ricardo claim block, this property presents an interesting “area play” opportunity in Trek’s portfolio of projects.
Luna Gold’s officers and directors and certain shareholders holding, in the aggregate, 68% of the issued and outstanding Luna Gold shares, have entered into lock-up agreements with JDL to vote in favour of the Transaction.
JDL’s officers and directors and certain shareholders holding, in the aggregate, 30% of the issued and outstanding JDL shares, have entered into lock-up agreements with Luna Gold to vote in favour of the Transaction.
Special Committee and Board of Directors’ Approval
Luna Gold’s Board of Directors formed a special committee (the “Luna Gold Special Committee”) of independent directors to consider the Transaction. The Luna Gold Special Committee has unanimously determined that the Arrangement is in the best interests of Luna Gold, based on its investigations and considerations, including a review of the Arrangement and the fairness opinion of National Bank Financial Inc., and after consultation with management and advisors.
The independent directors of JDL have unanimously determined that completion of the Transaction is in the best interests of JDL, based on their investigations and considerations, including a review of the Arrangement and the fairness opinion of Haywood Securities Inc., and after consultation with management and advisors.
Both companies’ Boards of Directors (other than directors who have abstained from voting) have unanimously approved the Transaction and will provide a written recommendation, in the joint information circulars to be mailed to their respective shareholders, that their respective shareholders vote in favour of the Transaction.
Advisors and Counsel
National Bank Financial Inc. is acting as financial advisor to Luna Gold and Blake, Cassels & Graydon LLP is acting as legal counsel. Haywood Securities Inc. is acting as financial advisor to JDL and Gowling WLG (Canada) LLP is acting as legal counsel.
David Laing, BSc, MIMMM, Luna Gold’s COO, and Scott Heffernan, MSc, P.Geo. Luna Gold’s EVP Exploration, are the Qualified Persons under NI 43-101 for Luna Gold and have reviewed, approved and verified the technical content of this news release as it relates to Luna Gold’s Aurizona Project.
J. David Lowell, JDL’s Chairman, is the Qualified Person under NI 43-101 for JDL and has reviewed, approved and verified the technical content of this news release as it relates to the Warintza, Elk Gold and Ricardo projects.
Conference Call and Webcast
Interested analysts and investors are invited to participate in a joint conference call and webcast on Thursday, February 2, 2017 at 8:30am EST (5:30am PST) using the following dial-in numbers. The webcast will be archived and accessible on both companies’ websites.