Barrick Announces Investment in Hercules Silver
November 06 2023 - 8:15AM
Barrick Gold Corporation
(NYSE:GOLD)(TSX:ABX)(“
Barrick”) announced today
that it has agreed to subscribe for 21,265,370 units
(“
Units”) of Hercules Silver Corp.
(“
Hercules”) in a non-brokered private placement
(“
Private Placement”) at a price of $1.10 per
Unit, for total consideration of $23,391,907. Each Unit is
comprised of one common share and 0.32 of a common share purchase
warrant, where each whole warrant will entitle the holder for a
period of two years to acquire one Hercules common share at a price
of $1.32 per common share.
Barrick currently owns 5,291,500 common shares of
Hercules, representing approximately 2.73% of Hercules’ issued and
outstanding common shares on a non-diluted basis. Following the
Private Placement, Barrick will hold 26,556,870 common shares of
Hercules and 6,804,918 warrants, representing approximately 12.33%
of Hercules’ issued and outstanding common shares on a non-diluted
basis, and 15.02% on a partially-diluted basis. Closing of the
Private Placement will occur on or before November 8, 2023 or such
other date as may be agreed by the Barrick and Hercules, subject in
each case to customary closing conditions, including receipt of all
necessary approvals, including the approval of the TSX Venture
Exchange.
In connection with the Private Placement, Barrick
and Hercules will enter into an investor rights agreement
(“Investor Rights Agreement”). Pursuant to the
Investor Rights Agreement, provided that Barrick maintains an
ownership interest in Hercules of at least 5%, Barrick will be
entitled to anti-dilution and information rights, as well as a
right of first refusal in respect of the sale by Hercules of any
interest in its 100% owned Hercules Silver Project, located in
Washington County, Idaho. Barrick will also, for a period of three
years from the date of the Investor Rights Agreement, either vote
its Hercules common shares in accordance with the recommendations
of the board or management of Hercules, or abstain from voting on
such matters, and be subject to a standstill which will prohibit
Barrick from acquiring more than 19.9% of the outstanding Hercules
common shares, subject to certain exceptions. Barrick will also be
providing certain technical support and expertise to Hercules for
the 2024 season and program.
Barrick is acquiring the Units for investment
purposes. Barrick may, depending on market conditions and other
factors, acquire additional common shares or other securities of
Hercules, or dispose of some or all of the common shares or other
securities of Hercules that it owns at such time.
An early warning report will be filed by Barrick in
accordance with applicable securities laws. To obtain a copy of the
early warning report, please contact Kathy du Plessis, whose
contact details are included below.
Barrick is a senior gold mining company organized
under the laws of the Province of British Columbia. Barrick’s
corporate office is located at Brookfield Place, TD Canada Trust
Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto, Ontario
M5J 2S1. Hercules’ head office is located at 100 King St. West, 1
First Canadian Place Suite, 1600 Toronto, Ontario M5X 1G5.
Enquires: Investor and Media
RelationsKathy du Plessis+44 20 7557 7738Email:
barrick@dpapr.comWebsite: www.barrick.com
Cautionary Statement on Forward-Looking
Information Certain information contained in this press
release, including any information relating to the ownership by
Barrick of common shares and warrants of Hercules constitutes
“forward-looking statements”. All statements, other than statements
of historical fact, are forward-looking statements. The words
“expect”, “will”, “potential”, “may” and similar expressions
identify forward-looking statements. In particular, this press
release contains forward-looking statements including, without
limitation, with respect to the anticipated closing of the private
placement, Barrick’s ownership interest in Hercules upon closing of
the private placement, the terms of the investor rights agreement,
Barrick’s provision of technical support to Hercules and Barrick’s
potential acquisition or disposition of securities of Hercules in
the future. Forward-looking statements are necessarily based upon a
number of assumptions, including material assumptions considered
reasonable by Barrick as at the date of this press release in light
of management’s experience and perception of current conditions and
expected developments, and are inherently subject to significant
business, economic, and competitive uncertainties and
contingencies.
Many of these uncertainties and contingencies can
affect our actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, us. Readers are cautioned that
forward-looking statements are not guarantees of future
performance. All of the forward-looking statements made in this
press release are qualified by these cautionary statements.
Specific reference is made to the most recent Form 40-F/Annual
Information Form on file with the SEC and Canadian provincial
securities regulatory authorities for a more detailed discussion of
some of the factors underlying forward-looking statements and the
risks that may affect the forward-looking statements contained in
this press release.
Barrick disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise, except as required
by applicable law.
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