Tucano Mine to Become New Cornerstone Asset
for Great Panther
WEST PERTH, Australia and
VANCOUVER, Sept. 23, 2018 /PRNewswire/ - GREAT PANTHER
SILVER LIMITED (TSX: GPR; NYSE American: GPL) ("Great Panther") and
Beadell Resources Limited (ASX: BDR) ("Beadell") are pleased to
announce that they have entered into a Scheme Implementation Deed
(the "Implementation Deed") dated September
23, 2018, pursuant to which Great Panther will acquire all
of the issued ordinary shares of Beadell by means of a Beadell
scheme of arrangement ("Scheme") under the Australian
Corporations Act 2001.
Key highlights of the transaction include:
- The creation of a new emerging and growth-oriented precious
metals producer;
- Strong balance sheet;
- Robust growth profile;
- Geographic diversity;
- Diverse asset portfolio including three producing mines, an
advanced stage project, and significant exploration potential;
and
- Attractive re-rating potential.
The directors of Beadell unanimously recommend that shareholders
vote in favour of the Scheme in the absence of a superior
proposal1 and subject to the independent expert opining
that the Scheme is in the best interests of shareholders, and have
provided support agreements confirming that they will vote the
shares they own or control in favour of the Scheme, subject to the
same conditions. Shareholders holding in aggregate 18.06% of
Beadell Shares agreed to vote in favour of the Scheme, in the
absence of a superior proposal and not to dispose of their Beadell
shares, except in respect of a superior proposal. Those
shareholders include funds associated with Equinox Partners holding
9.84%, Donald Smith & Co.
holding 7.15%, other smaller shareholders, directors and
management.
The transaction will create a new emerging and growth-oriented
precious metals producer focused on the Americas with strong
geographic diversity across three leading mining jurisdictions, and
a diverse asset portfolio including three producing mines, an
advanced stage project, and significant exploration potential.
Beadell operates the 100% owned Tucano Gold Mine ("Tucano") in
mining-friendly Amapá State, northern Brazil. Tucano is part of an approximate 2,500
square kilometre land package which is highly prospective and
located in the under-explored 'Birimian age' greenstone terrane.
Beadell has a pipeline of high potential in-mine and near-mine
resource growth opportunities, including multiple in-mine lease
discoveries.
Beadell has undertaken a number of key initiatives to more fully
optimize Tucano. These include the execution of the life of mine
contract with U&M Mineração e Construção S/A, which is expected
to deliver improved efficiencies resulting in an expected
US$100 million in cost savings over
the life of mine. In addition, Beadell remains on track for
completion of the Tucano plant upgrade by early November 2018. This will result in greater ore
type processing flexibility allowing a greater focus on mining for
grade rather than ore type.
James Bannantine, President and
CEO of Great Panther, stated: "This is a transformational
transaction for the shareholders of Great Panther and Beadell.
Great Panther has grown and optimized its operations in
Mexico, acquired and advanced its
Coricancha project in Peru, and is
now positioned to add a sizeable producing mine in Brazil with exceptional exploration potential.
Great Panther brings the capital to deliver on Tucano's substantial
near- and long-term resource growth potential and to continue mine
optimization initiatives. The combination of assets, capital and
management provides a unique opportunity to unlock a significant
re-rating potential for the benefit of both existing shareholders
and Beadell's shareholders who will gain a meaningful interest in
Great Panther."
Dr. Nicole Adshead-Bell, CEO and
Managing Director of Beadell, stated: "By undertaking this
transaction, Beadell shareholders will benefit from Great Panther's
strong balance sheet, steady cash flow, experienced management team
and improved market liquidity via Great Panther's TSX and NYSE
American listings. The combined company will pool resources to
expedite the execution of Tucano's ongoing operational turnaround.
Jim Bannantine, the President &
CEO of Great Panther, has the technical background and corporate
experience, including several years living and working in
Brazil, to complement the Tucano
mine site team in improving all aspects of operational performance
and growing the resource base. I am pleased to announce that I have
accepted an invitation to join the Board of Directors of Great
Panther on completion of the transaction. This will give me the
opportunity to continue to lend guidance and support to extract the
full potential of Tucano and the highly prospective mineral
tenure."
Scheme Summary
Under the terms of the Scheme, Beadell shareholders will receive
0.0619 common shares of Great Panther (each whole common share, a
"Great Panther Share") for each ordinary share of Beadell (a
"Beadell Share") (the "Exchange Ratio") resulting in the issuance
of approximately 103.6 million Great Panther Shares, exclusive of
shares that may be issued in connection with Beadell's outstanding
options and performance rights.2 There will be
concurrent arrangements in relation to Beadell's issued
warrants.
The Exchange Ratio implies consideration of A$0.0863 per Beadell Share (the
"Consideration"). The implied equity value for Beadell based on the
Consideration is approximately A$144
million (approx. US$105
million), based on the closing price of a Great Panther
Share on the NYSE American on September 21,
2018. The Consideration to be received by Beadell
shareholders represents a 51% premium over Beadell's closing share
price on the ASX on September 21,
2018, and a 69% premium to Beadell's volume-weighted average
share prices for the 20 trading days up to and including
September 21, 2018. Upon completion
of the transaction, existing Beadell and Great Panther shareholders
are expected to own approximately 38% and 62%, respectively, of the
combined company.
A joint conference call is scheduled for September 24, 2018 beginning at 9 a.m. Eastern Time (6
a.m. Pacific Time, 9 p.m.
Australian Western Time) (details provided below).
Transaction Highlights
Creation of a New Emerging Intermediate Precious Metals
Producer focused on the Americas: The transaction will
result in significant pro forma gold and silver production, with
Great Panther contributing 4.0 million silver-equivalent ounces of
production in 20184, and Beadell contributing 130,000
gold ounces in 2018 and a further 163,000 ounces in
20195, with potential for further increase upon a
positive decision to restart Coricancha. Coricancha has the
potential to generate average annual production of 3.1 million
ounces silver-equivalent based on the results of a preliminary
economic assessment ("PEA") completed in May
20186. The combined company will also have an
increased public float and broadened shareholder base,
providing stronger liquidity and augmented scale in the capital
markets.
Extensive Reserve and Resource Base: The combined
company is anticipated to have attributable proven and probable
reserves of approximately 1.5 million ounces of gold. Beadell will
also contribute measured and indicated resources (exclusive of
reserves) of approximately 0.8 million ounces of gold and inferred
resources of approximately 1.5 million ounces of gold,
supplementing Great Panther's measured and indicated resources of
approximately 49.4 million ounces silver-equivalent and inferred
resources of approximately 48.5 million ounces silver-equivalent
(see Appendix A and B below for details).
Strong Balance Sheet to Support Complementary
Assets: The enhanced balance sheet of the combined company,
with a pro forma cash balance of US$74
million as at June 30, 2018,
will enable ongoing optimization initiatives at Tucano.
Diversified Portfolio: The combined company will
have three mining operations in Mexico and Brazil along with the Coricancha project
located in Peru. Operating risk is
expected to be significantly diversified with the inclusion of
Brazil as a new core jurisdiction,
which will represent 38% of pro forma net asset
value7.
Robust Growth Profile: Coricancha provides
near-term optionality with a restart decision expected in early
2019. In addition, the combined company is expected to benefit from
near-term resource growth opportunities with multiple in-mine lease
discoveries at Tucano and longer-term exploration optionality from
Beadell's 2,500 square kilometre highly prospective land
package.
Attractive Re-Rating Potential: With a diversified
portfolio of producing assets, near-term growth opportunities
backed by a strong balance sheet and a quality management team, the
combined company is well positioned for a re-rating, to the benefit
of both Great Panther and Beadell shareholders.
Benefits to Great Panther Shareholders
The transaction is expected to have the following benefits for
Great Panther shareholders:
- Exposure to substantial value creation from the successful
execution of the Tucano
turn-around which will be enhanced by Great Panther's strong
balance sheet and management's experience with similar assets in
Brazil, most notably CEO
James Bannantine's experience
operating mines in Brazil and his
fluency in Portuguese;
- Increased production profile and market capitalization to
enhance capital markets profile and trading liquidity of the
combined company;
- Diversifies Great Panther's asset base to include Brazil as a new core jurisdiction;
- Accretive on key metrics including NAV, cash flow, production,
and resources before anticipated synergies including reduction in
pro-forma general and administrative costs;
- Enhanced optionality via Beadell's 2,500 square kilometre
highly prospective exploration land package; and
- Ongoing participation in combined company with strong re-rating
potential.
Benefits to Beadell Shareholders
The transaction has the following benefits for Beadell
shareholders:
- Immediate 51% premium to Beadell's closing share price on
September 21, 2018, and 69% premium
to Beadell's 20-day VWAP;
- Beadell shareholders to maintain meaningful exposure to Tucano
via 38% pro forma ownership;
- Great Panther's strong balance sheet provides means to continue
optimization initiatives at Tucano without resorting to other
potentially more dilutive financing alternatives, and also brings
the capital to unlock the potential of Beadell's highly prospective
exploration land package;
- Great Panther's management team has significant experience
operating similar assets in Brazil;
- Diversifies geographic footprint into Mexico and Peru;
- Provides near-term growth optionality with the potential
restart of Coricancha;
- Broadened shareholder base and TSX and NYSE American listing
will enhance trading liquidity; and
- Ongoing participation in combined company with strong re-rating
potential.
Board of Directors and Management Team
Following the completion of the transaction, Great Panther will
continue to be headquartered in Vancouver, British Columbia and Dr.
Nicole Adshead-Bell will join the
Great Panther Board of Directors.
James Bannantine, current
President and Chief Executive Officer of Great Panther, will
continue to serve as President and Chief Executive Officer of the
combined company. Jim Zadra, current
Chief Financial Officer of Great Panther, will continue to serve as
Chief Financial Officer of the combined company.
Transaction Summary
Pursuant to the Implementation Deed and Scheme:
- Beadell shareholders will receive 0.0619 Great Panther Shares
for each Beadell Share held. Upon completion of the transaction,
Beadell shareholders will own approximately 103.6 million Great
Panther Shares or approximately 38% of the pro forma Great Panther
Shares outstanding, exclusive of shares that may be issued in
connection with Beadell's options and performance rights. Beadell
options and performance rights must (unless the requirement is
waived) have been vested and exercised in exchange for Beadell
Shares or have been terminated.
- Under concurrent arrangements, each Beadell warrantholder will
receive a number of Great Panther warrants equal to the number of
their Beadell warrants multiplied by the Exchange Ratio at a price
adjusted in accordance with the Exchange Ratio, and otherwise on
the same terms and conditions as the original warrant.
- Beadell's senior secured lenders in Brazil have confirmed that they will consent
to the transaction.
- Completion of the transaction is subject to customary
conditions for a transaction of this nature and receipt of
applicable regulatory, shareholder and third-party and other
creditor approvals and consents on terms satisfactory to Great
Panther as may be required to effect and complete the
transaction.
- The Implementation Deed includes customary deal protection
provisions, including no solicitation of alternative transactions
by Beadell, a right in favour of Great Panther to match any
potential superior proposals and reimbursement fees payable by
Beadell or Great Panther, as the case may be, in certain
events.
- The Scheme will require approval by at least 75% of the number
of votes cast, and 50% of the number of Beadell shareholders
present and voting, at the meeting of Beadell shareholders and is
also subject to Australian Court approvals.
- The Scheme will also require approval by the TSX and a simple
majority of the Great Panther Shares held by Great Panther
Shareholders present in person or by proxy at a Special Meeting of
Great Panther Shareholders in accordance with TSX policies.
A full copy of the Implementation Deed is attached to a separate
ASX announcement released by Beadell today and will be filed by
Great Panther on SEDAR.
GMP Securities L.P. has provided an opinion to the Board of
Directors of Great Panther that, as of the date of such opinion and
based upon and subject to the scope of review, assumptions,
limitations, qualifications and other matters described in such
opinion, the consideration to be paid by Great Panther in
connection with the proposed transaction is fair, from a financial
point of view, to Great Panther.
Great Panther is required to obtain the approval of the TSX and
its shareholders in connection with the issuance of common shares
under the Scheme. The Great Panther Board unanimously recommends
the Great Panther shareholders vote in favour of the issuance of
Great Panther Shares contemplated by the Scheme. Each of the
directors of Great Panther has agreed to vote any Great Panther
Shares in respect of which they have power to vote in favour of the
necessary resolutions.
Beadell's Board of Directors unanimously recommends that Beadell
shareholders vote in favour of the Scheme in the absence of a
superior proposal8 and subject to the independent expert
opining that the Scheme is in the best interests of shareholders.
Beadell will engage an independent expert to provide a report to
shareholders on the transaction to assist them in determining their
vote at a meeting to approve the Scheme. Each of the directors of
Beadell and its Chief Executive Officer and Chief Financial Officer
have entered into a support agreement and have agreed to vote in
favour of the transaction and not to dispose of their Beadell
shares, except in respect of a superior proposal. Shareholders
holding in aggregate 18.06% of Beadell Shares agreed to vote in
favour of the Scheme, in the absence of a superior proposal and not
to dispose of their Beadell shares, except in respect of a superior
proposal. Those shareholders include funds associated with Equinox
Partners holding 9.84%, Donald Smith
& Co. holding 7.15%, other smaller shareholders, directors and
management.
The Beadell shareholder meeting to consider the Scheme is
expected to be held in late 2018 and the Scheme is expected to be
implemented as soon as practicable thereafter following Australian
Court approval in early 2019. The Great Panther shareholder meeting
called to approve the issuance of Great Panther Shares to the
Scheme is expected to be held concurrently with or before the
Beadell Shareholder Meeting.
Great Panther and Beadell security holders and other interested
parties are advised to read the explanatory materials relating to
the Scheme, which will be filed by Beadell with securities
regulatory authorities in Australia and by Great Panther with securities
regulatory authorities in Canada
when they become available. Anyone may obtain copies of these
documents when available free of charge at the Australian
Securities Exchange website at www.asx.com.au. and at the website
of the Canadian Securities Administrators at www.sedar.com.
Advisors and Counsel
Scotia Capital Inc. is acting as financial advisor to Great
Panther. McMillan LLP is acting as Canadian legal counsel and
Gilbert + Tobin is acting as Australian legal counsel to Great
Panther. GMP Securities L.P. is acting as financial advisor to the
Great Panther special committee and McCarthy Tétrault LLP is acting
as legal advisor to the special committee.
CIBC Capital Markets is acting as financial advisor to Beadell.
Herbert Smith Freehills is acting as Australian legal counsel and
Blakes, Cassels & Graydon LLP is acting as Canadian legal
counsel to Beadell.
Conference Call and Webcast
Great Panther and Beadell will host a joint conference call and
webcast on September 24, 2018
beginning at 9 a.m. Eastern Time
(6 a.m. Pacific Time, 9 p.m. Australian Western Time) to discuss the
transaction. Details are as follows:
Live webcast and
registration:
|
www.greatpanther.com
|
U.S. & Canada
Toll-Free:
|
1 800 289
0438
|
Australia
Toll-Free:
|
1 800 573
793
|
International
Toll:
|
+1 323 794
2423
|
Conference
ID:
|
2893951
|
A replay of the webcast will be available on the Webcasts
section of Great Panther's website approximately one hour after the
conference call.
This announcement is for informational purposes only and does
not constitute a solicitation or a proxy.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws and may not be
offered or sold within the United
States or to, or for the account or the benefit of, U.S.
persons (as defined in Regulation S under the U.S. Securities Act)
unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is
available.
About Great Panther
Great Panther is a primary silver mining and exploration company
listed on the Toronto Stock Exchange trading under the symbol GPR,
and on the NYSE American under the symbol GPL. Great Panther's
current activities are focused on the mining of precious metals
from its two wholly-owned operating mines in Mexico: the Guanajuato Mine Complex and the
Topia Mine. The Company is also advancing towards a decision to
restart the Coricancha Mine in Peru with the initiation of a bulk sample
program following the completion of a positive Preliminary Economic
Assessment in May 2018. The Company
also continues to pursue the acquisition of additional mining
operations or projects in the Americas.
About Beadell
Beadell operates the Tucano Gold Mine in mining-friendly Amapá
State, northern Brazil. Tucano is
located within 2,500 square kilometres of highly prospective and
under-explored 'Birimian age' greenstone terrane. The Tucano plant
is being upgraded to process approximately 3.5 million tonnes per
year of oxide-sulphide ore feed in for a range of blends. There is
a pipeline of high potential in-mine and near-mine prospects,
anchored by several high-grade gold drill intervals over several
metres, which represent a near-term opportunity to improve the head
grade and prolong the mine life.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This news 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
Canadian securities laws (together, "forward-looking statements").
Such forward-looking statements include, but are not limited to,
statements with respect to completion of the Scheme, the processing
capabilities resulting from upgrades to the Tucano plant; the
anticipated production profile of the combined company (both before
and after the Coricancha project commences production); the effect
of the transaction on the public float and shareholder base of
Great Panther, the combined company's proved and possible reserves
and balance sheet; the reduction of the combined company's
operating risks; and the potential re-rating of the combined
company.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements expressed or implied by such
forward-looking statements to be materially different. Assumptions
upon which forward looking statements relating to the Scheme have
been made include that Beadell and Great Panther will be able to
satisfy the conditions in the Agreement, that due diligence
investigations of each party will not identify any materially
adverse facts or circumstances, that the required approvals will be
obtained from the shareholders of Beadell and Great Panther, and
that all required third party, regulatory and government approvals
will be obtained.
Such factors include, among others, risks and uncertainties
relating to potential political and social risks involving the
Beadell and Great Panther's operations in a foreign jurisdiction,
the potential for unexpected costs and expenses, fluctuations in
metal prices, fluctuations in currency exchange rates, physical
risks inherent in mining operations, operating or technical
difficulties in mineral exploration, changes in project parameters
as plans continue to be refined, and other risks and uncertainties,
including those described in respect of: Great Panther, in its
annual information form for the year ended December 31, 2017 and material change reports
filed with the Canadian Securities Administrators available at
www.sedar.com and reports on Form 40-F and Form 6-K filed with
the Securities and Exchange Commission and available at
www.sec.gov.
There is no assurance that such forward-looking statements will
prove accurate and results may vary materially from such
forward-looking statements. Great Panther and Beadell believe the
assumptions underlying all such forward‑looking statements are
reasonable based on information currently available, however, they
may prove to be incorrect. Readers are cautioned not to place undue
reliance on forward-looking statements. Great Panther and Beadell
have no intention to update forward‑looking statements except as
required by law.
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTING
STANDARDS
Great Panther prepares its disclosure in accordance with the
requirements of securities laws in effect in Canada and Beadell prepares its disclosure in
accordance with the requirements of securities laws in Australia, which differ from the requirements
of U.S. securities laws. Terms relating to mineral resources and
mineral reserves in this news release in respect of Great Panther
are defined in accordance with National Instrument 43-101-Standards
of Disclosure for Mineral Projects under the guidelines set out in
the Canadian Institute of Mining, Metallurgy, and Petroleum
Standards on Mineral Resources and Mineral Reserves and in respect
of Beadell are defined in accordance with the Australian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves. The Securities and Exchange Commission (the ''SEC'')
permits mining companies, in their filings with the SEC, to
disclose only those mineral deposits that a company can
economically and legally extract or produce. This news release uses
certain terms, such as, ''measured mineral resources'', ''indicated
mineral resources'' and ''inferred mineral resources'', that the
SEC does not recognize (these terms may be used in this news
release and are included in the public filings of Great Panther
which have been filed with securities commissions or similar
authorities in Canada).
Great Panther's Resource Information
The information in this announcement that relates to resources
reported by Great Panther has been prepared in accordance with NI
43-101 published by the Canadian Securities Administrators. NI
43-101 is different from the reporting standard ordinarily
applicable to Australian publicly listed companies, the JORC
Code.
NI 43-101 requires that mineral resource estimates be prepared
in accordance with, and have the meaning ascribed by, the Canadian
Institute of Mining and Petroleum (CIM) Definition Standards. NI
43-101 Companion Policy identifies the Australian JORC Code as an
"acceptable foreign code" for the estimation of mineral resources
and that it is substantially similar to CIM Definition Standards as
both are based on and are consistent with the International
Reporting Template, published by the Committee for Mineral Reserves
International Reporting Standards (CRIRSCO Template).The Great
Panther resources can be quoted as 'qualifying foreign estimates'
according to the ASX Listing Rules.
Cautionary Statement – Preliminary Economic Assessments &
Inferred Resources
The mine plan evaluated in the Coricancha PEA is preliminary in
nature and additional technical studies will need to be completed
in order to fully assess its viability. There is no certainty that
a production decision will be made to reactivate the Coricancha
mine. In addition, we may determine to proceed with a production
decision without completion of customary feasibility studies
demonstrating the economic viability of reactivation of Coricancha.
A mine production decision that is made without a feasibility study
carries additional potential risks which include, but are not
limited to, (i) increased uncertainty as to projected initial and
sustaining capital costs and operating costs, rates of production
and average grades, and (ii) the inclusion of Inferred Mineral
Resources, as defined by NI 43-101 and CIM Definition Standards
(see Cautionary Note to United States Investors below) that are
considered too speculative geologically to have the economic
considerations applied to them that would enable them to be
converted to a Mineral Reserve, as defined by NI 43-101 and CIM
Definition Standards (see Cautionary Note to United States
Investors below). Mine design and mining schedules, metallurgical
flow sheets and process plant designs may require additional
detailed work and economic analysis and internal studies to ensure
satisfactory operational conditions and decisions regarding future
targeted production. In addition, the results of the Bulk Sample
Program may impact on the projected capital and operating costs,
with the result that the projected NPV, IRR and cash flows may be
adversely impacted.
Readers are cautioned not to assume that any part or all of
Mineral Resources used in the PEA will ever be converted into
reserves. Inferred Mineral Resources, in particular, have a great
amount of uncertainty as to their existence and/or economic and
legal feasibility and readers are cautioned not to assume that they
will ever be upgraded to a higher category. Under Canadian
standards, estimates of Inferred Mineral Resources may form part of
preliminary economic assessment, but may not form the basis of
feasibility or pre-feasibility studies, except in rare cases.
Mineral Resources that are not Mineral Reserves, do not, by
definition, have demonstrated economic viability.
Competent Persons Statement: Beadell
The information in this announcement that relates to mineral
resources and ore reserves of Beadell Resources Limited is based on
information reviewed by Ms. Aoife
McGrath, a Competent Person (as defined in the JORC Code)
who is a member of the Australasian Institute of Mining and
Metallurgy (AusIMM) and a member of the Australian Institute of
Geoscientists (AIG).
Ms. McGrath is a full-time employee of Beadell Resources
Limited. She has sufficient experience that is relevant to the
style of mineralisation and type of deposit under consideration and
to the activity being undertaken to qualify as a Competent Person
as defined in the JORC Code. Ms. McGrath consents to the inclusion
in this announcement of the matters based on her information in the
form and context in which it appears.
Please see Beadell's Interim Ore Reserve and Mineral Resource
Update released to ASX on 19 December
2017 for a full JORC disclosure regarding the Tucano
Project.
Competent Persons Statement: Great Panther
The information in this report that relates to resource
estimates for Great Panther's projects is based on information
compiled from the following technical reports filed by Great
Panther under Canadian securities laws:
- Guanajuato Mine Complex: Technical report entitled
"NI 43-101 Mineral Resource Update Technical Report on the
Guanajuato Mine Complex, Guanajuato Mine and San Ignacio Mine,
Guanajuato State, Mexico",
dated February 28, 2018 prepared
by
Mr. Matthew C. Wunder, P.Geo.
- Topia Mine: Technical report entitled "NI 43-101
Report on the Topia Mine Mineral Resource Estimates as of
November 30, 2014" dated
July 6, 2015 prepared by Mr.
Robert F. Brown, P.Eng.
- Coricancha: Technical report entitled "Resource
Update Technical Report on the Coricancha Mine Complex, Huarochirí
Province, Lima Region, Perú", dated February 2, 2018 submitted by Golder Associates
Inc. as Report Assembler of the work prepared by or under the
supervision of the following "Qualified Persons" named as authors:
Ronald Turner, MAusIMM CP(Geo);
Daniel Saint Don, P.Eng.; and
Jeffrey Woods, P.E.
The information in this announcement derived from Great
Panther's technical reports has been reviewed by Mr. Robert Brown, P.Eng. Mr. Brown, P.Eng is a
Professional Engineer registered with the Association of
Professional Engineers and Geoscientists of British Columbia. Mr. Brown, P.Eng has
sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity being undertaken to qualify as a Competent Person as
defined in the 2012 Edition of the 'Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves'. Mr.
Brown, P.Eng consents to the inclusion in this announcement of the
matters based on his information in the form and context in which
it appears. Mr. Brown, P.Eng was the VP Exploration of Great
Panther until December 31, 2016 and
is a consultant to Great Panther.
Great Panther's disclosure of mineral resource information is
governed by Canadian National Instrument 43-101 under the
guidelines set out in the Canadian Institute of Mining, Metallurgy
and Petroleum (the "CIM") Standards on Mineral Resources and
Mineral Reserves, adopted by the CIM Council, as may be amended
from time to time by the CIM ("CIM Standards"). Great Panther's
mineral resources are classified according to the CIM Definition
Standards in the manner of the JORC Code and NI 43-101 disclosure
corresponds to that required by the JORC Code. Disclosure by Great
Panther in its most recently filed NI 43-101 technical reports
complies with the CIM Guidelines, which are closely related to the
JORC Code in their key definitions. The Great Panther mineral
resources can therefore be quoted as 'qualifying foreign estimates'
according to ASX Listing rules. The most recent disclosure of Great
Panther's mineral resources can be found on SEDAR at www.sedar.com.
The most recent disclosure by Great Panther is in the Great Panther
Annual Information Form dated March 23,
2018.
The qualifying foreign estimates have not been reported in
accordance with the JORC Code. A competent person has not done
sufficient work to classify the foreign estimates as mineral
resources or ore reserves in accordance with the JORC Code. It is
uncertain that following evaluation and/or further exploration word
that the foreign estimates will be able to be reported as mineral
resources or ore reserves in accordance with the JORC Code.
Qualified Persons
The technical information contained in this news release as it
relates to Great Panther has been reviewed and approved by
Robert F. Brown, P. Eng., the
Qualified Person for Great Panther's projects under the meaning of
NI 43-101.
The technical information contained in this news release as it
relates to Beadell has been reviewed and approved by Aoife McGrath, who is a member of the
Australasian Institute of Mining and Metallurgy (AusIMM) and a
member of the Australian Institute of Geoscientists (AIG), and is a
Qualified Person under the meaning of NI 43-101.
______________________________
1 See
definition in the Implementation Deed.
2 The Scheme will extend to shares issued on exercise of
options or performance rights.
3 Great Panther NYSE American closing price converted to
Australian dollars at the Bank of Canada September 21,
2018, USD:AUD exchange rate of 1.3736.
4 See Great Panther's news release dated
August 1, 2018.
5 See Beadell's news release dated September 20, 2018.
6 See Great Panther's news release dated May 31, 2018.
7 Based on the median of available broker estimates.
8 See definition in the Deed.
APPENDIX A – Beadell – Reserves and Resources
Tucano
Detail
|
Proven &
Probable
|
Measured &
Indicated
|
Inferred
|
|
Oxide Open
Pit
|
Tonne
(000)
|
Au Grade
(g/t)
|
Au oz
(000)
|
Cut-off
(g/t)
|
Tonnes
(000)
|
Au
Grade(g/t)
|
Au
oz(000)
|
Tonnes(000)
|
Au Grade
(g/t)
|
Au
oz(000)
|
Cut-off
(g/t)
|
|
Urucum Open Pit
Oxide
|
554
|
1.2
|
21
|
0.7
|
1,021
|
1.13
|
37
|
70
|
0.97
|
2
|
0.5
|
|
Urucum East Open Pit
Oxide
|
151
|
1.71
|
8
|
0.7
|
200
|
1.88
|
12
|
9
|
1.58
|
0
|
0.5
|
|
Tap AB Open Pit
Oxide
|
4,408
|
1.98
|
280
|
0.6
|
6,759
|
1.94
|
421
|
796
|
1.11
|
28
|
0.5
|
|
Tap C Open Pit
Oxide
|
553
|
1.05
|
19
|
0.6
|
878
|
0.95
|
27
|
88
|
0.7
|
2
|
0.5
|
|
Duck Head Open Pit
Oxide
|
|
|
|
|
229
|
2.71
|
20
|
60
|
1.56
|
3
|
1
|
Total Oxide Open
Pit
|
5,666
|
1.8
|
329
|
|
9,087
|
1.77
|
517
|
1,022
|
1.1
|
36
|
|
Primary Open
Pit
|
|
|
|
|
|
|
|
|
|
|
|
|
Urucum Open Pit
Primary
|
9,692
|
1.76
|
547
|
0.8
|
12,903
|
1.63
|
678
|
393
|
1.57
|
20
|
0.5
|
|
Urucum East Open Pit
Primary
|
16
|
1.5
|
1
|
0.7
|
211
|
1.45
|
10
|
84
|
0.94
|
3
|
0.5
|
|
Tap AB Open Pit
Primary
|
2,462
|
1.86
|
147
|
0.8
|
6,531
|
1.63
|
342
|
1,053
|
1.34
|
45
|
0.5
|
|
Tap C Open Pit
Primary
|
615
|
1.39
|
28
|
0.8
|
2,462
|
1.22
|
97
|
1,044
|
1.35
|
45
|
0.5
|
|
Duck Head Surface
Primary
|
|
|
|
|
379
|
2.26
|
28
|
262
|
1.81
|
15
|
1
|
Total Primary Open
Pit
|
12,785
|
1.76
|
723
|
|
22,486
|
1.6
|
1,154
|
2,837
|
1.41
|
128
|
|
Oxide &
Primary Open Pit
|
|
|
|
|
|
|
|
|
|
|
|
|
Urucum Open Pit
Total
|
10,245
|
1.72
|
568
|
|
13,924
|
1.6
|
715
|
463
|
1.48
|
22
|
0.5
|
|
Urucum East Open Pit
Total
|
167
|
1.69
|
9
|
|
411
|
1.66
|
22
|
92
|
1
|
3
|
0.5
|
|
Tap AB Open Pit
Total
|
6,870
|
1.94
|
428
|
|
13,290
|
1.79
|
764
|
1,849
|
1.24
|
74
|
0.5
|
|
Tap C Open Pit
Total
|
1,168
|
1.23
|
46
|
|
3,340
|
1.15
|
123
|
1,133
|
1.3
|
47
|
0.5
|
|
Duck Head Open Pit
Total
|
|
|
|
|
608
|
2.43
|
48
|
322
|
1.76
|
18
|
1
|
Total Oxide &
Primary Open Pit
|
18,450
|
1.77
|
1,051
|
|
31,573
|
1.65
|
1,671
|
3,859
|
1.32
|
164
|
|
Stockpiles
|
|
|
|
|
|
|
|
|
|
|
|
|
Open Pit
Stockpile
|
1,985
|
0.66
|
42
|
0.5
|
1,985
|
0.66
|
42
|
|
|
|
0.5
|
|
Spent Ore
Stockpile
|
1,311
|
0.61
|
26
|
0.5
|
1,311
|
0.61
|
26
|
|
|
|
0.5
|
|
ROM Expansion
Stockpile
|
345
|
0.8
|
9
|
0.5
|
345
|
0.8
|
9
|
|
|
|
0.5
|
|
Marginal Ore
Stockpiles
|
|
|
|
1,586
|
0.44
|
22
|
|
|
|
0.3
|
|
Total
Stockpiles
|
3,642
|
0.66
|
77
|
|
5,228
|
0.59
|
99
|
|
|
|
|
Total Tucano Open
Pit & Stockpiles
|
22,092
|
1.59
|
1,128
|
|
36,801
|
1.5
|
1,770
|
3,859
|
1.32
|
164
|
|
Underground
|
|
|
|
|
|
|
|
|
|
|
|
|
Tap AB Underground
Primary*
|
|
|
|
|
1,047
|
2.28
|
77
|
3,653
|
3.19
|
375
|
1.2
|
|
Urucum Underground
Primary - PFS
|
2,972
|
3.61
|
345
|
1.6
|
2,894
|
4.22
|
393
|
5,106
|
2.71
|
445
|
1.6
|
|
Urucum Underground
Primary - Non PFS
|
|
|
|
|
|
|
|
3,733
|
1.38
|
166
|
1.2
|
Total Underground
Primary
|
2,972
|
3.61
|
345
|
|
3,941
|
3.71
|
470
|
12,492
|
2.45
|
986
|
|
Total Open Pit
& Underground
|
25,064
|
1.83
|
1,473
|
|
40,742
|
1.71
|
2,240
|
16,351
|
2.19
|
1,150
|
2.19
|
|
|
|
|
|
|
|
|
|
|
|
|
Tartaruga
|
Proven &
Probable
|
Measured &
Indicated
|
Inferred
|
|
|
Tonnes
(000)
|
Au Grade
(g/t)
|
Au oz
(000)
|
Cut-off
(g/t)
|
Tonnes
(000)
|
Au Grade
(g/t)
|
Au oz
(000)
|
Tonnes
(000)
|
Au Grade
(g/t)
|
Au oz
(000)
|
Cut-off
(g/t)
|
|
Tartaruga
|
|
|
|
|
|
|
|
6,451
|
1.63
|
337
|
0.5
|
Total
Tartargua
|
|
|
|
|
|
|
|
6,451
|
1.63
|
337
|
|
As at June 30, 2017;
Mineral Resources are inclusive of Mineral Reserves
|
* The June 2017 Tap
AB UG Resource includes 173kt @ 4.68g/t of Inferred Oxide in the
Inferred fresh category
|
APPENDIX B – Great Panther – Resources
Measured
|
Tonnes
|
Ag
(g/t)
|
Au
(g/t)
|
Pb
(%)
|
Zn
(%)
|
Cu
(%)
|
Ag
(oz)
|
Au
(oz)
|
Ag Eq
Oz
|
San
Ignacio
|
801,468
|
142
|
3.09
|
-
|
-
|
-
|
3,655,447
|
79,724
|
9,283,955
|
Guanajuato
|
170,978
|
227
|
1.5
|
-
|
-
|
-
|
1,245,568
|
8,268
|
1,829,281
|
Topia
|
180,400
|
606
|
1.44
|
4.26
|
4.52
|
-
|
3,515,800
|
8,332
|
6,000,200
|
Coricancha
|
404,205
|
210
|
5.94
|
2.16
|
3.43
|
0.54
|
2,731,628
|
77,244
|
13,490,000
|
Total
Measured
|
|
11,148,443
|
173,568
|
30,603,436
|
Indicated
|
|
|
|
|
|
|
|
|
|
San
Ignacio
|
196,949
|
139
|
2.68
|
-
|
-
|
-
|
878,805
|
16,991
|
2,078,368
|
Guanajuato
|
43,929
|
215
|
1.25
|
-
|
-
|
-
|
383,530
|
2,088
|
428,190
|
Topia
|
165,800
|
644
|
1.17
|
4.75
|
3.82
|
-
|
3,437,712
|
6,243
|
5,570,000
|
Coricancha
|
348,554
|
189
|
5.59
|
1.95
|
3.05
|
0.52
|
2,120,168
|
62,636
|
10,710,000
|
Total
Indicated
|
|
6,820,215
|
87,958
|
18,786,558
|
Total Measured &
Indicated
|
|
17,968,658
|
261,526
|
49,389,994
|
Inferred
|
|
|
|
|
|
|
|
|
|
San
Ignacio
|
573,431
|
130
|
2.44
|
-
|
-
|
-
|
2,395,220
|
44,911
|
5,565,972
|
Guanajuato
|
158,846
|
136
|
2.04
|
-
|
-
|
-
|
694,917
|
10,432
|
1,431,334
|
Topia
|
357,400
|
592
|
1.31
|
3.44
|
3.96
|
-
|
6,806,791
|
15,060
|
11,050,000
|
Coricancha
|
943,160
|
209
|
5.02
|
1.45
|
3.25
|
0.64
|
6,335,000
|
152,200
|
28,260,000
|
El
Horcón
|
162,140
|
76
|
3.44
|
2.69
|
3.79
|
-
|
398,094
|
17,942
|
2,092,913
|
Total
Inferred
|
|
16,630,022
|
240,545
|
48,500,219
|
Notes to Great Panther – Resources:
Full NI 43-101 disclosure of Mineral Resource Estimates can be
found in Great Panther's Annual Information Form for the year ended
December 31, 2017, available on
SEDAR.
San Ignacio and Guanajuato
Mineral Resource Estimates use an effective date of August 31, 2017; and all used a metal price
outlook of US$17.00/oz silver and
US$1,300/oz gold. Matthew Wunder, P. Geo., was the Qualified
Person for the mineral resource update under NI 43-101.
Topia uses an effective date of
November 30, 2014 - US$1,200/oz Au, US$17.00/oz Ag, US$0.90/lb Pb, and US$0.95/lb Zn. Silver equivalent calculations
used the same metal pricing. Silver equivalent calculations for El
Horcón include lead content but not zinc, as the zinc would not be
recovered in the Guanajuato plant.
Robert F. Brown, P. Eng. is
designated as the Qualified Person under NI 43-101.
Coricancha uses an effective date of December 20, 2017. Matthew Wunder, P. Geo., was the Qualified
Person for the mineral resource update under NI 43-101.
Notes for Coricancha Mineral Resource Estimates:
1.
|
Cut-offs are based on
an estimated $140 Net Smelter Return ("NSR") per tonne
|
2.
|
Metal prices used to
calculate NSR: $1,300 per ounce (oz) Au, $17/oz Ag, $1.15 per pound
(lb) Pb, $1.50/lb Zn,
$3.00/lb Cu
|
3.
|
Block model grades
converted to United States Dollars (US$) value using plant
recoveries of 92.1% Ag, 80.2% Au, 77.3% Pb, 82.6% Zn, 52.7%
Cu
|
4.
|
Rock Density for
Constancia: 3.3 tonnes per cubic meter (t/m³), Wellington,
Constancia East, Escondida, San Jose: 3.2 t/m³, Colquipallana: 2.9
t/m³
|
5.
|
Totals may not agree
due to rounding
|
6.
|
Grades in metric
units
|
7.
|
All currencies in
U.S. dollars
|
8.
|
Ag equivalent ounces
(eq oz) is calculated from gpt data
|
9.
|
AgEq g/t = Ag g/t +
(Pb grade x ((Pb price per lb/Ag price per oz) x 0.0685714 lbs per
Troy Ounce x 10000 g per %)) +(Zn grade x ((Zn price per lb/Ag
price per oz) x 0.0685714 lbs per Troy Ounce x 10000 g per %)) +
(Cu grade x ((Cu price per lb/Ag price per oz) x 0.0685714 lbs per
Troy Ounce x 10000 g per %)) + (Au grade x (Au price per oz/Ag
price per oz))
|
10.
|
See Great Panther
Silver's news release dated December 20, 2017 for further
details
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/great-panther-silver-announces-friendly-acquisition-of-beadell-resources-to-create-new-growth-oriented-precious-metals-producer-300717390.html
SOURCE Great Panther Silver Limited