Excellon Resources Inc. (TSX:EXN) (EXN.WT) (OTC:EXLLF) (FRA:E4X1) and Otis Gold Corp. (TSX-V:OOO) (OTC:OGLDF) (FRA:4OG) are pleased to announce that they have entered into a definitive agreement whereby Excellon will acquire all the issued and outstanding shares of Otis Gold pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).
The combined company will be a well-financed precious metals producer with established silver production in Mexico and an attractive gold development project in the United States. The Transaction is an initial step in Excellon becoming a larger multi-asset precious metals company.
Excellon President & CEO Brendan Cahill stated: “The acquisition of Otis Gold represents an exceptional opportunity to further Excellon’s vision of creating wealth. We believe that we are at the dawn of a new bull market in precious metals. The Kilgore deposit multiplies our resource base and increases our precious metal exposure from approximately fifty percent to over ninety percent. Kilgore represents a low-cost, high-IRR development opportunity that complements and enhances our existing growth pipeline of production and exploration. With Kilgore, we will maintain our focus on exploration, the lifeblood of our industry. We have an immediate plan to grow the existing Kilgore resource and define the larger, multi-million ounce opportunity.”
Otis Gold President & CEO Craig Lindsay stated: “We are excited to partner with an experienced producer to aggressively move the Kilgore Project forward. We believe that Kilgore is on the cusp of significant growth, and we strongly feel that Excellon’s technical and management team are well-positioned to both re-imagine and fast-track the project’s development. Additionally, Excellon’s existing production in Mexico, its suite of exciting exploration projects in Mexico and Germany, coupled with our US gold exposure, creates a very balanced and compelling investment thesis.”
Benefits to Excellon Shareholders
Benefits to Otis Gold Shareholders
Under the terms of the Transaction, Excellon will acquire all outstanding shares of Otis at a share exchange ratio of 0.23 Excellon shares for each Otis share. Each Otis warrant will become exercisable for Excellon common shares, as adjusted in accordance with the Exchange Ratio. Each Otis option outstanding will be exchanged for an Excellon option to acquire Excellon common shares as adjusted in accordance with the Exchange Ratio. Based on the Exchange Ratio, upon completion of the Transaction, existing Excellon shareholders will own 74% and former Otis shareholders will own 26% of the combined company.
Upon completion of the Transaction, Excellon as the combined company will have approximately 154 million common shares issued and outstanding prior to the Proposed Consolidation (as defined below).
The Transaction is expected to be structured as a plan of arrangement under the Business Corporations Act (British Columbia) and, in addition to other customary closing conditions, is subject to regulatory, stock exchange and court approvals or orders. The Transaction will require the approval of (A) (i) two-thirds of the votes cast by Otis Gold shareholders at a shareholder meeting and (ii) if required, a simple majority of the votes cast by Otis Gold shareholders at a shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions, and (B) a simple majority of the votes cast by Excellon shareholders at a shareholder meeting. The Proposed Consolidation requires the approval of two-thirds of the votes cast by Excellon shareholders at a shareholder meeting.
Officers, directors and certain shareholders of Otis Gold, who collectively hold 25% of Otis Gold’s issued common shares, have entered into voting support agreements in favour of the Transaction. Officers, directors and certain shareholders of Excellon, who collectively hold 20% of Excellon’s issued common shares, have entered into voting support agreements in favour of the Transaction.
The special meetings of Otis Gold and Excellon are expected to be held in April 2020. It is expected that a joint information circular of Excellon and Otis Gold detailing the terms and conditions of the Transaction and setting out the resolutions to be approved at the respective meetings of Otis Gold and Excellon shareholders will be filed with regulatory authorities and mailed to the shareholders of both companies in March 2020 in accordance with applicable securities laws.
The Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and a reciprocal break fee of C$1 million payable by either party, under certain circumstances.
Combined Company Asset Portfolio
On completion of the Transaction, Excellon will continue to own and operate the high-grade, silver-lead-zinc Platosa Mine in Mexico, offering immediate and significant leverage to silver prices. Platosa is located within a 14,000-ha land package with significant opportunity to grow resources near existing mine infrastructure and identify new deposits regionally.
Excellon will also own 100% of the development stage Kilgore gold project located in Idaho, United States. The Kilgore project is caldera-related epithermal gold deposit with current Indicated Resource of 44.6 million tonnes at 0.58 g/t Au for 825,000 ounces Au and an Inferred Resource of 9.4 million tonnes at 0.45 g/t Au for 136,000 ounces Au. The property includes historical mine workings dating back to the early 1900s with further drilling in the 1980s that revealed the potential for mineralization well outside of the existing resource area, with limited follow up to date. Kilgore displays similar characteristics to Kinross Gold’s Round Mountain Mine, which has produced over 14 million ounces of gold to date.
In 2019, Otis Gold completed a preliminary economic assessment that supports the potential for a low capital intensity, low operating cost, open-pit, heap-leach mining operation, which projects an initial capital cost of US$81 million, producing 112,500 ounces of gold per year over a 4.9 year mine life and generating highly attractive economics at US$1,300 gold, including a post-tax US$110 million NPV5% and 34% IRR. At US$1,500 gold, the project delivers a projected post-tax US$185 million NPV5% and 53% IRR (see Otis Gold press release dated August 27, 2019). Multiple opportunities exist to enhance the project, including significant exploration potential.
The Kilgore project is scalable in size and throughput and is open for expansion to the north, south and west. Opportunities for step-out drilling exist around the current area of mineralization. Immediately to the north of the deposit 16OKR-338 intersected 85.4 metres of 2.50 g/t Au near surface in the volcanic sequence, an area of the deposit that requires follow up along strike. Additionally, drilling has identified mineralization in the Aspen formation, a permeable sedimentary unit lying below the volcanic package that has seen minimal drilling with multiple holes ending in mineralization. Drill results from the Aspen formation include:
Drilling at the Kilgore Project in 2020 will be performed under a Plan of Operations approved by the U.S. Forest Service. Results from this work will be incorporated into an updated resource estimate. Modelling is underway to improve understanding of the controls on high-grade mineralization, which represents the feeders of the mineralizing system, and to further define the receptive volcanic and sedimentary rock units that make up the bulk of the current resource. These units are open beyond the current resource. These assessments are designed to create new targets for expansion in 2020.
Excellon will also own a portfolio of precious metals exploration projects in the United States, Mexico and Germany including the Evolución Project in Zacatecas, the Oakley gold project in Idaho and the Silver City Project in Saxony, Germany.
Board & Management
Excellon will be managed by a combination of individuals from the two companies to ensure continuity with the core assets and current work programs. The proposed Board will comprise seven individuals including André Fortier, Laurie Curtis, Andrew Farncomb and Brendan Cahill from Excellon, Roger Norwich and Craig Lindsay from Otis Gold and Mike Timmins (CEO and Director of Trillium Mining Corp. and former VP Corporate Development of Agnico Eagle Mines Limited). Mr. Timmins led Agnico’s C$5 million strategic investment in Otis Gold in 2017 to further the Kilgore Project.
Key members of the continuing management team will be Brendan Cahill, President & CEO, Anna Ladd-Kruger CFO & VP Corporate Development, Ben Pullinger, Senior Vice President Geology, Alan Roberts, VP Exploration (US) and Craig Ford, VP Corporate Responsibility.
NYSE American Listing Application and Share Consolidation
In connection with the Transaction, Excellon is seeking to make an application to list the common shares of the combined company on the NYSE American. A listing on the NYSE American is expected to materially increase Excellon’s exposure to a larger and more diverse group of institutional and retail investors which the board and management believe will improve trading liquidity and expand Excellon’s shareholder base.
To meet the minimum share price requirements of listing on the NYSE America (US$2.00), Excellon will propose a consolidation of its issued and outstanding common shares, if necessary, on the basis of between one post-consolidated common share for every five to ten pre-consolidated common shares. A separate announcement will be made by Excellon in due course. The listing of Excellon’s common shares on the NYSE American will be subject to the approval of the NYSE American and the satisfaction of all applicable listing and regulatory requirements.
Sprott Lending Bridge Facility to Excellon
Excellon has signed a non-binding term sheet in respect of a US$6-million bridge-loan credit facility with Sprott Private Resource Lending II (Collector), LP. Proceeds of the Facility will be used for, among other things, general working capital purposes relating to Excellon’s projects and ongoing corporate development opportunities.
The Facility bears interest at 10% per annum, compounded and payable monthly, and due and payable in full on or before August 28, 2020. In consideration for the Facility, Excellon will issue partner alignment shares to Sprott Lending with a value of US$180,000 (3% of the principal amount of the Facility), with the number of Excellon Shares issuable to be based on a 10% discount to the 5-day volume weighted average trading price of the Excellon Shares on the TSX immediately prior to the closing date of the Facility, which is expected to be on or about February 28, 2020 subject to mutually satisfactory documentation and other customary conditions precedent. The Alignment Shares will be subject to a hold period of four months and one day from the date of issuance under applicable securities laws.
Bridge Loan to Otis
Excellon has agreed to advance Otis Gold a bridge loan in the principal amount of up to C$500,000 in two tranches of $250,000. The proceeds of the Loan are to be used by Otis Gold to provide general working capital during the period from the execution of the Definitive Agreement until closing of the Transaction. The Loan shall bear interest at a rate of 10% per annum and shall be repayable in cash or shares, at Excellon’s option, with the conversion price per Otis Gold share being equal to the 5-day volume weighted average trading price of the Otis Gold common shares on the TSX Venture Exchange prior to the date of conversion, subject to a minimum price of $0.125.
Advisors and Counsel
PI Financial Corp. is acting as financial advisor and Bennett Jones LLP is acting as legal counsel to Excellon. DuMoulin Black LLP is acting as legal counsel to Otis Gold. Cormark Securities Inc. is acting as financial advisor to the special committee of the Board of Directors of Otis Gold.
Board of Directors Recommendation
PI Financial has provided a fairness opinion to the Board of Directors of Excellon that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be paid by Excellon pursuant to the Transaction is fair, from a financial point of view, to Excellon shareholders.
Cormark has provided an opinion to the Special Committee of the Board of Directors of Otis Gold stating that, based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to Otis Gold shareholders pursuant to the Transaction is fair, from a financial point of view, to Otis Gold shareholders.
Mr. Ben Pullinger, P. Geo., Senior Vice President Geology has acted as the Qualified Person for Excellon, as defined in NI 43-101, with respect to the disclosure of the scientific and technical information in this press release.
Mr. Alan Roberts, MSc, CPG, Vice President of Exploration of Otis Gold, has acted as the Qualified Person, as defined in NI 43-101, with respect to the disclosure of the scientific and technical information in this press release.
Excellon’s 100%-owned Platosa Mine has been Mexico’s highest-grade silver mine since production commenced in 2005. The Company is focused on optimizing Platosa’s cost and production profile, discovering further high-grade silver and carbonate replacement deposit mineralization on the 14,000-hectare Platosa Project and epithermal silver mineralization on the 100%-owned 45,000-hectare Evolución Property, and capitalizing on current market conditions by acquiring undervalued projects. The Company also holds an option on the 164 km2 Silver City Project in Saxony, Germany, a high-grade epithermal silver district with 750 years of mining history and no modern exploration.
About Otis Gold
Otis Gold is a resource company focused on the acquisition, exploration, and development of precious metal deposits in Idaho, USA. Otis is currently developing its flagship property, the Kilgore Project, located in Clark County, Idaho and the Oakley Project, located in Cassia County, Idaho.
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We acknowledge the [financial] support of the Government of Canada.