Celtic Resources Holdings PLC
02 December 2004
Celtic Resources Holdings Plc
Strategic Relationship with Barrick Gold Corporation
and Placing to raise £14.9 million
• Barrick to become significant shareholder in Celtic
• Strategic relationship with Barrick to develop gold projects in Yakutia and
Kazakhstan
• Barrick to inject £14.9 million into Celtic by way of a placing with further
possible equity injections of up to £45 million
• Barrick to provide financial and technical assistance with the further
development of Celtic's Nezhdaninskoye gold project and to have
participation rights in Celtic's future projects in Kazakhstan
• Barrick to have the right to appoint two non-executive directors to the
Board of Celtic
The Board of Celtic Resources Holdings Plc ("Celtic" or the "Company") is
pleased to announce that it has entered into a strategic relationship with
Barrick Gold Corporation ("Barrick") to develop Celtic's current and future gold
assets in Yakutia and Kazakhstan. Under its terms, Barrick has agreed to inject
£14.9 million into Celtic by way of a placing and may make further cash
injections of up to £7.5 million by way of the future exercise of warrants and
up to US$75 million by way of an equity credit line. In addition, mechanisms
have been established under which Barrick can participate in all of Celtic's
future new projects in Kazakhstan and play a key financial and strategic role in
the development of Celtic's Nezhdaninskoye project in Yakutia.
Terms of the Placing, Warrant and Equity Credit Line
Barrick has agreed, subject to closing conditions, to subscribe for 3,688,191
units (the "Units") at a price of £4.029 per unit (the "Subscription Price")
raising £14.9 million for Celtic (the "Placing"). Each unit will comprise one
new ordinary share in Celtic (a "Subscription Share") and one half of a warrant
(a "Warrant") to subscribe for one new ordinary share in Celtic (a "Warrant
Share") at a price per share equal to the Subscription Price. The Warrants will
expire on 31 December 2007. The proceeds of the Placing will be used primarily
for working capital purposes.
The Subscription Shares will represent in aggregate approximately 10 per cent.
of the existing issued share capital of the Company and the 1,844,095 Warrant
Shares will represent approximately 5 per cent. of Celtic's existing issued
share capital.
Celtic currently has authority to issue only the ordinary shares necessary to
satisfy the Placing. Approval will be sought at an extraordinary general meeting
("EGM"), inter alia, to issue the Warrants and to issue shares under the equity
credit line. A circular convening the EGM will be sent to shareholders shortly
and completion should take place two days after the EGM, expected to be held
later this month.
Celtic has also granted Barrick, subject to shareholder approval at the EGM, the
pre-emptive right to subscribe for ordinary shares in Celtic at the Subscription
Price for up to an aggregate total of US$75 million (approximately £38.6
million) in any placing or other equity fund-raising which Celtic undertakes
during the 12 months from closing.
Other Terms of the Strategic Relationship
Yakutia
Celtic is currently in negotiations with IG Alrosa to increase its interest in
the Nezhdaninskoye gold mine to 100 per cent. and the Board of Celtic is
confident that these negotiations will conclude in the near future. Celtic has
granted Barrick an option (the "Option") to purchase a 51 per cent. interest in
Nezhdaninskoye, for US$195 million payable in tranches, subject to achieving
specified milestones. The Option becomes effective when Celtic acquires 100 per
cent. of Nezhdaninskoye and Barrick will have six months to exercise the Option
which is subject to a final closing date of 31 December 2006.
Kazakhstan
It has also been agreed that Barrick will have the option to take a 50 per cent.
interest in any mineral projects Celtic acquires in Kazakhstan within 12 months
of their acquisition by Celtic. The consideration payable by Barrick will be 50
per cent. of the asset's original purchase price plus associated acquisition and
development costs.
The Celtic Board
In order to reflect the importance of the strategic relationship to both parties
Barrick will have the right to appoint two non-executive directors to the Board
of Celtic.
Peter Hannen, Chairman of Celtic, said, "The Board of Celtic is delighted to
have one of the largest and most dynamic players in the gold industry as a
cornerstone investor. We are excited about the prospects of working with Barrick
on developing gold projects in Yakutia and Kazakhstan, using the significant
influence and financial support which they bring."
Greg Wilkins, President and Chief Executive Officer of Barrick, said, "We
consider the investment in Celtic as an excellent opportunity to further enhance
and strengthen Barrick's future growth profile. We view the investment as a key
strategic relationship for our growth in Russia and Central Asia."
Enquiries:
Kevin Foo / Kate Dexter Smith Leesa Peters / Laurence Read
Celtic Resources Holdings Plc Conduit PR
Tel: +44(0) 20 7921 8800 Tel: +44(0) 781 215 9885/Tel: +44(0)20 7618 8760
Investors@celticresources.com leesa@conduitpr.com
Joe Nally / Frank Moxon
Williams de Broe Plc
Tel: +44(0) 20 7588 7511
www.celticresources.com
This information is provided by RNS
The company news service from the London Stock Exchange
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