Gold Spot Price $00.00

 

Acquisition by Resolute Mining Ltd

July 31, 2019

Toro Gold (“Toro Gold” or the “Company”) is pleased to announce that it has reached agreement on the terms of a recommended cash and shares offer by Resolute Mining Limited (“Resolute”) for the acquisition (the “Acquisition”) of Toro Gold for US$305 million comprising US$130 million of cash and 142.5 million of Resolute shares. It is intended that the Acquisition will be implemented by means of a takeover under the Companies (Guernsey) Law 2008, with the entire share capital of Toro Gold being acquired by Resolute. In a joint announcement released to the London Stock Exchange this morning, Toro Gold and Resolute announced the details of the transaction.

Key highlights include:

  • Resolute acquires Toro Gold for US$130 million in cash and 142.5 million Resolute shares
  • Based on Resolute’s closing  ASX price on 30th July of A$1.78/share this values the Company at US$305 million using an A$ to US$ exchange rate of 0.6904.
  • Unanimously approved by the Board of Toro and Irrevocable undertakings received from 94% of Toro Gold shareholders on a fully diluted basis
  • Upon completion, Toro Gold shareholders will own 15.8% of the enlarged Resolute business
  • Raymond James acted as exclusive financial advisor to Toro Gold

Martin Horgan, Chief Executive Officer of Toro Gold, commented:

“This acquisition provides our shareholders with the opportunity to realise immediate value for their shareholding in cash while also receiving a meaningful interest in a premier African gold producer as shareholders of the enlarged Resolute.

 In the ten years since we founded Toro Gold, the management team has taken a greenfield exploration discovery through to a highly successful producing mine which is testament to the quality and professionalism of the Toro Gold team.  I am delighted that we will be joining an excellent company in Resolute who share our vision of a professional approach to value creation in the sector.

 The contribution of our highly profitable Mako gold mine and prospective exploration portfolio with Resolute’s portfolio of large scale, long life assets creates a compelling African gold investment proposition.  I believe the enlarged group offers significant benefits to our existing stakeholders, partners and host governments across Africa through the creation of a larger, more financially robust company with better risk diversification.

 I would like to add my personal thanks to the many people that have contributed to the success of Toro Gold and look forward to the next stage of the group’s evolution as part of the enlarged Resolute group.”

 Toro Gold will be hosting a conference call for all investors this Friday 2nd August at 09.30am BST to answer questions regarding the Offer Documentation, which shareholders will receive in due course.  To register for the conference call, please click and follow the instructions in the link below:

https://secure.emincote.com/client/torogold/torogold001/vip_connect

Shareholders will have until close of business in London on Friday 9th August to accept the offer

 

View Announcement by Resolute Mining

Link to Resolute Mining Website

 

CONTACT INFORMATION

FTI Consulting (Public Relations)

Ben Brewerton / Sara Powell / Toby Chidavaenzi

+44 (0) 203 727 1266

torogold@fticonsulting.com