Newmont Files Early Warning Report
DENVER, March 30, 2022 - Today QuestEx Gold & Copper Ltd. ("QuestEx") and Skeena Resources Ltd. ("Skeena") announced that they had entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which Skeena will acquire all of the issued and outstanding common shares of QuestEx (the "Common Shares") on the terms and subject to the conditions set out in the plan of arrangement (the "Plan of Arrangement") attached to the Arrangement Agreement (the "Arrangement").Concurrently with the execution of the Arrangement Agreement, an affiliate of Newmont Corp. (together with its affiliates, "Newmont" or the "Company") and Skeena entered into an asset purchase agreement (the "Asset Purchase Agreement"), pursuant to which, conditional on the Arrangement becoming effective, the Purchaser will acquire, indirectly from Skeena, all beneficial and legal right, title and interest to the Castle, North ROK, Heart Peaks, Moat and Coyote properties in northwestern British Columbia and certain related assets (the "Purchased Assets"), which are assets that are currently owned by QuestEx. Newmont also entered into a voting and support agreement on customary terms pursuant to which Newmont agreed to vote (or cause to be voted) all of the securities of QuestEx owned or controlled by Newmont in favour of the Arrangement.
Pursuant to the Plan of Arrangement, each shareholder of QuestEx, other than Newmont, will be entitled to receive from Skeena $0.65 and 0.0367 of a common share in the capital of Skeena (a "Skeena Share") in consideration for each Common Share it holds at the effective time of the Arrangement (collectively, the "Arrangement Consideration"). Each Common Share purchase warrant (a "Warrant") outstanding immediately prior to the effective time of the Arrangement shall be deemed to be amended to be exercisable to acquire from Skeena $0.65 and 0.0367 of a Skeena Share for each Common Share subject to such Warrant.
In lieu of the aggregate Arrangement Consideration payable to Newmont for its Common Shares, being $4,150,095 and 234,320 Skeena Shares, Newmont will receive a promissory note issued by Skeena, which will be used as part of the consideration payable by Newmont for the Purchased Assets.
In the event that the Arrangement becomes effective, Newmont and/or its affiliates will dispose of all of its 6,384,761 Common Shares, which currently represent 15.8% of the issued and outstanding Common Shares. Newmont will continue to hold 316,835 Warrants.
If the Arrangement does not proceed, Newmont will continue to own the Common Shares and Warrants for investment purposes and will evaluate its investment in QuestEx from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require through market transactions, private agreements, or otherwise.
Newmont's address is 6900 E Layton Avenue, Suite 700, Denver, CO 80237. QuestEx's address is 666 Burrard Street, Suite 500, Vancouver, BC, V6C 3P6.
Newmont is the world's leading gold company and a producer of copper, silver, zinc and lead. The Company's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social and governance practices. The Company is an industry leader in value creation, supported by robust safety standards, superior execution and technical proficiency. Newmont was founded in 1921 and has been publicly traded since 1925.
SOURCE Newmont Corp.
Contact
Media Contact: Courtney Boone, 720-695-0039, courtney.boone@newmont.com; Investor Contact: Daniel Horton, 303-837-5468, daniel.horton@newmont.com