06da648d-30bf-45f5-9a64-d4648514b728.pdf
NEWS RELEASE
No. 16 - 05
Rye Patch Signs Agreement to Acquire Florida Canyon Gold Mine and Commitment Letter for a US$27 Million Credit Facility for Mine Restart
Vancouver, British Columbia, May 25, 2016 - Rye Patch Gold Corp. (TSX.V: RPM; OTCQX: RPMGF; FWB: 5TN) (the "Company" or "Rye Patch") is pleased to announce that it has signed a definitive agreement (the "Acquisition Agreement") to acquire 100% ownership of the Florida Canyon gold mine (with the Standard gold mine) located in Pershing County, Nevada, for total consideration of US$15 million in cash and 20,000,000 common shares of the Company payable at closing, subject to adjustment for outstanding liabilities, plus certain contingent payments . The Company has also signed a commitment letter for a US$27 million credit facility (the "Credit Facility") with Macquarie Bank Limited ("Macquarie Bank") to fund the proposed redevelopment of the Florida Canyon mine. The Company has engaged Macquarie Capital Markets Canada Ltd. ('Macquarie Capital") and Canaccord Genuity Corp. ("Canaccord Genuity") with regard to a proposed equity financing to fund the cash portion of the purchase consideration.
Florida Canyon Mine and Proposed Restart
The Florida Canyon gold mine is fully permitted, has been in continuous production since 1986 and is currently producing gold from its existing leach pad facilities. The Company proposes to redevelop the mine, including constructing a new heap leach pad and waste storage facility as well as mining a planned expansion of the Florida Canyon ore body. Rye Patch expects Florida Canyon to achieve commercial production from the new leach pad in Q1 2017.
Mine Development Associates ("MDA") completed a Preliminary Economic Assessment for the Company with an effective date of March 16, 2016, (the "PEA") for the Florida Canyon gold mine. The PEA was completed based on a US$1,000 per ounce gold price for the first two years and a US$1,150 per ounce gold price for the remaining life of mine and will be filed on SEDAR within 45 days of the date of this news release.
PEA and Acquisition Highlights:
-
Average production of approximately 75,000 ounces of gold per year for 8 years;
-
US$1,000 per ounce of Au for years 1 to 2 and US$1,150 per ounce of Au used for years 3 to 8;
-
Pre-tax NPV (7.5%) of US$65.43 million, with a 41.5% IRR;
-
Cash cost per gold ounce is calculated at US$759 per ounce;
-
Fully permitted expansion;
-
Commitment letter executed for a US$27 million Credit Facility;
-
Significant potential synergies with existing Oreana Trend assets; and
-
Tremendous exploration and further development potential.
Table 1: PEA Gold Price Sensitivity Analysis (AFTER TAX)
|
% of Base Case
|
NPV
7.5%
(US$mm)
|
IRR (%)
|
Gold Price Yr 1 & 2 US$/oz Au
|
Gold Price Yrs 3 - 8 US$/oz Au
|
100%
|
$45.845
|
34.4%
|
$1,000
|
$1,150
|
110%
|
$80.194
|
53.8%
|
$1,100
|
$1,265
|
120%
|
$114.543
|
73.4%
|
$1,200
|
$1,380
|
See "Preliminary Economic Assessment on Florida Canyon Mine" below for further details on the PEA and, specifically, the cautionary language regarding the preliminary nature of the PEA in that it is based on Inferred Mineral Resources and not mineral reserves. The Company's decision to place the Florida Canyon mine into production is not based on a feasibility study of mineral reserves demonstrating economic and technical viability, and the Company cautions that historically such projects have a much higher risk of economic or technical failure.
All mining and ancillary equipment required to operate the Florida Canyon mine is in place together with a team of high quality experts experienced in mining a low-cost operation with a successful 30-year history.
Following the restart of Florida Canyon, Rye Patch will have cash flow from both a producing mine and from its existing NSR royalty along with a pipeline of nearby, advanced-stage projects to ensure future growth. Significant operational synergies exist with Florida Canyon and the nearby Lincoln Hill and Wilco resource projects. Oxide resources at Lincoln Hill and Wilco represent additional volume that would contribute to increasing future gold output.
William Howald, the company's President and CEO, commented, "This is truly a unique and transformational opportunity that has fantastic synergies with our existing projects at Lincoln Hill, Gold Ridge and Wilco located 30 kilometres to the south. We are creating a new and exciting company with anticipated initial annual production of 75,000 ounces gold expected to begin in 2017 with the potential to expand the existing Measured and Indicated Resource of 1.1 million ounces. Florida Canyon provides Rye Patch with a solid foundation from which to grow and significant exploration upside in and around the mine and throughout the district."
Mr. Howald concluded by saying, "This acquisition represents a tremendous opportunity for both existing and new Rye Patch shareholders to realize significant value."
Macquarie Bank Credit Facility
To partially fund the proposed redevelopment of the Florida Canyon gold mine, the Company has executed a commitment letter with Macquarie Bank for a US$27 million Credit Facility for the Company's wholly owned US subsidiary, Rye Patch Mining U.S. Inc. ("Rye Patch U.S."). The Credit Facility will bear interest at LIBOR plus 8% per annum and includes a hedging facility. Repayment of the Credit Facility will be amortized over the first four years of production following the restart of the Florida Canyon mine, subject to prepayment from a percentage of excess free cash flow from the mine, with the final repayment date expected to be no later than December 31, 2020.
In connection with the Credit Facility, Rye Patch is to issue Macquarie Bank warrants with a five year term for the purchase of such number of common shares of Rye Patch that is equivalent to conversion of 10% of the Credit Facility amount at an exercise price equal to the lesser of (a) a premium of 25% to the volume weighted average price of the shares traded on the TSX Venture Exchange ("TSX-V") for the 20 days preceding the issue date of the warrants, and (b) the most recent price of which shares of Rye Patch were issued. The Credit Facility is subject to customary fees and covenants.
Rye Patch U.S.'s obligations under the Credit Facility will be guaranteed by the Company and certain material subsidiaries. In addition, Macquarie Bank will be taking a first ranking security interest over all of the properties and assets of the Company and its material subsidiaries, including the Florida Canyon mine property and assets as well as shares of the subsidiary companies that hold the property and assets.
Acquisition Agreement
The acquisition of the Florida Canyon mine is being made pursuant to the Acquisition Agreement dated May 24, 2016, among the Company and Rye Patch U.S., and Jipangu International Inc. ("JII"), Imlay Mining Co., Ltd. ("Imlay") and ADM-Gold Co., Ltd. ("ADM Gold"), whereby Rye Patch U.S. will acquire all of the outstanding shares of the companies which own the Florida Canyon mine and related assets (including the nearby Standard gold mine). The Acquisition Agreement includes the following provisions:
-
Consideration payable under the Acquisition Agreement to ADM-Gold and/or affiliated entities on closing is comprised of US$15 million payable in cash and issuance of 20,000,000 common shares of Rye Patch, provided that approximately US$6.55 million of the cash consideration will be held in escrow pending the determination of outstanding tax and other liabilities.
-
Within 60 days of commencement of commercial production at the Florida Canyon mine by Rye Patch U.S. as operator:
-
Rye Patch U.S. is to pay additional consideration to ADM-Gold of US$5 million in cash (the "Cash Contingent Consideration"), subject to adjustment depending on the amount of outstanding liabilities to third parties that have not then been settled or waived and postponement in certain circumstances, and
-
Rye Patch is to issue to ADM-Gold warrants exercisable for 15,000,000 common shares of Rye Patch at US$0.50 per share for a two-year term from date of issuance.
-
The Cash Contingent Consideration payable to ADM-Gold may be alternatively satisfied by the issuance of:
-
US$2.5 million worth of common shares of Rye Patch at a price per share equal to the greater of U.S.$0.20 and the volume weighted average trading price of the shares for the 20 trading days prior to the commencement of commercial production, and
-
An unsecured debt obligation for US$2.5 million (subject to adjustment for outstanding liabilities) maturing five years after commencement of commercial production, subject to mandatory prepayment from certain levels of uncommitted free cash flow from the mine, and bearing 4% interest per annum in the first year and 9% interest per annum thereafter with interest to be paid quarterly in cash. Should this debt obligation not be fully paid when due, ADM-Gold may elect to convert the amount owing into common shares of Rye Patch at a price per share equal to the greater of U.S.$0.20 and the volume weighted average trading price of the shares for the 20 trading days prior to ADM-Gold's conversion notice.
-
The contingent consideration will be subject to intercreditor agreements between ADM-Gold and Macquarie Bank, including ADM-Gold having a second priority security interest (to the extent of US$2.5 million) over the same property and assets that will be subject to Macquarie Bank's first ranking security interest.
-
Closing of the acquisition is anticipated to occur on or before July 31, 2016, subject to regulatory approvals and satisfying conditions of closing under the Acquisition Agreement. Conditions in
the Company's favour include completion of the Credit Facility for not less than US$25 million and completion of an equity financing of not less than US$30 million which the Company is currently negotiating.
Florida Canyon Mine Location and Background
The Florida Canyon mine is located half way between Lovelock and Winnemucca, Nevada, and approximately 30 kilometres north of the Company's Wilco, Lincoln Hill and Gold Ridge projects. The mine sits immediately adjacent to Interstate 80 and is located approximately 210 kilometres northeast of Reno, Nevada.
Currently, the mine is producing from its existing leach pad facilities. The Company proposes to construct a new heap leach pad and waste storage facility to complete a planned layback of the existing pit area. Initial production from the new leach pad is expected within six months and commercial production growing toward 75,000 ounce of gold per annum is expected three months later. The expansion is fully permitted, and the Credit Facility from Macquarie Bank will be used for the build out.
Rye Patch expects to have cash flow from a producing mine and from its existing NSR royalty along with a pipeline of advanced-projects to ensure future growth. Significant operational synergies exist with Florida Canyon and the nearby Lincoln Hill and Wilco resource projects. Oxide resources at Lincoln Hill and Wilco represent additional volume that could contribute to increasing future gold output. The infrastructure at Florida Canyon is capable of reducing capital and costs for the Lincoln Hill and Wilco projects by utilizing the existing assay lab, carbon stripping plant, refinery, and management, thereby potentially reducing the timeline to production for these assets.