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Orla Mining Expands into Nevada with Acquisition of Gold Standard Ventures

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Orla Mining Expands into Nevada with Acquisition of Gold Standard Ventures

 

 

 

 

 

Orla Mining Ltd. (TSX: OLA; NYSE: ORLA) and Gold Standard Ventures Corp. (TSX: GSV; NYSE: GSV) are pleased to announce that they have entered into a definitive agreement whereby Orla will acquire all of the issued and outstanding shares of Gold Standard by way of a court-approved plan of arrangement.

 

Gold Standard’s key asset is the 100%-owned South Railroad Project, a feasibility-stage, open pit, heap leach project located on the prolific Carlin trend in Nevada. In February 2022, Gold Standard completed a robust Feasibility Study and permitting activities are currently underway. Gold Standard also owns the Lewis Project, a large, strategically located, prospective land package on the Battle Mountain trend in Nevada.

 

Jason Simpson, Chief Executive Officer of Orla Mining – “This acquisition advances our strategy of creating stakeholder value through responsibly building and operating a portfolio of high-margin, cash-generating assets with superior geological prospectivity. The South Railroad Project is analogous to our recently completed Camino Rojo mine – a low capital intensity, open pit, heap leach project in a desirable location with exploration upside. We have the team, partners, and financial resources to develop this quality asset and we are ready to go.”

 

Under the terms of the Transaction, Gold Standard shareholders will receive, in exchange for each Gold Standard common share held, 0.1193 of a common share of Orla and C$0.0001. The Consideration implies a purchase price of C$0.655 per Gold Standard Share, or gross consideration of C$242 million, and represents a 35% premium based on the close of Gold Standard’s and Orla’s share price on the Toronto Stock Exchange on June 10, 2022 and a 35% premium based on Gold Standard’s 10-day volume weighted average price on the TSX for the period ended June 10, 2022. Existing shareholders of Orla and Gold Standard will own approximately 87% and 13% of the pro forma company, respectively, following the close of the Transaction.

 

ACQUISITION HIGHLIGHTS AND STRATEGIC RATIONALE

  • Continues Orla’s strategy of creating value for all stakeholders by responsibly building and operating high-margin mines in stable jurisdictions with superior geology.
  • South Railroad is a low-complexity, feasibility-stage project with robust project economics and is analogous to the recently completed Camino Rojo Oxide Mine.
  • South Railroad combined with the Camino Rojo Oxide Mine and Orla’s robust organic growth pipeline in Mexico and Panama creates a path towards annual gold production of 500,000 ounces at industry leading all-in cost margins.
  • Entry into Nevada with extensive and highly prospective land positions in the Carlin and Battle Mountain trends to underpin a long-term base of operations.
  • Increases Orla’s proven and probable reserve base to 3.8 million gold ounces and its measured and indicated mineral resources to 12.3 million gold ounces.
  • South Railroad dovetails with Orla’s robust project pipeline and is expected to be developed without further equity dilution for Orla shareholders.

 

BENEFITS TO GOLD STANDARD SHAREHOLDERS

  • Immediate upfront premium of 35%.
  • Ongoing exposure to future value creating milestones at South Railroad and Lewis, as well as Orla’s robust portfolio of high-quality producing and development assets.
  • Participation in an established gold producer with proven construction capabilities, a strong exploration track record, and an industry leading low-cost growth profile.
  • Significantly enhanced financial strength, cash flow generation, institutional investor following, trading liquidity, and opportunity for index inclusion.
  • Leverages Orla’s leadership and expertise in constructing and operating the Camino Rojo Oxide Mine, an open pit, heap leach operation with similar technical characteristics to the South Railroad project.
  • Provides access to a strong balance sheet and robust cash flow generation to fund the construction of South Railroad and future exploration initiatives at reduced dilution, financing, development, and execution risk.

 

Jason Attew, Chief Executive Officer of Gold Standard – “We are excited to combine with Orla to create a leading gold producer with the potential to have multiple low-cost, low-complexity, open pit, heap leach operations in the near future. This transaction provides Gold Standard shareholders with an immediate upfront premium, exposure to a well-financed gold producer, and strong upside potential as Orla delivers and de-risks the combined asset portfolio. Based on their recent success in constructing the Camino Rojo Oxide Mine on schedule and under budget, we believe that Orla is an ideal partner to bring South Railroad into production.”

 

ABOUT SOUTH RAILROAD AND LEWIS PROJECTS

 

South Railroad is a high-quality, open pit, heap leach project with robust economics. Key project highlights as outlined in the February 2022 Feasibility Study include:

  • Average annual gold production of 152 kozs over the first 4 years and 124 kozs1 over the mine life
  • Life-of-mine average all-in sustaining cash cost of approximately US$1,020 per gold ounce
  • Total gold production of 1.0 million ounces over an 8-year mine life1
  • Initial capital of US$190 million
  • Average annual free cash flow of US$98 million over the first 4 years2
  • US$315m after-tax net present value at a 5% discount rate2
  • 44% after-tax internal rate of return2
  • Proven and probable reserve estimate of 1.6 million gold ounces at 0.77 g/t
  • Measured and indicated resource estimate of 1.8 million gold ounces at 0.74 g/t

 

Permitting of South Railroad is currently progressing towards a Record of Decision from the U.S. Bureau of Land Management.

 

South Railroad is situated within a prospective 21,000-hectare land package that provides future opportunities for resource expansion and conversion and the discovery of new deposits. Key oxide and sulphide exploration targets include Pinion SB, Jasperoid Wash, Dixie, LT, POD / Sweet Hollow, and North Bullion.

 

The Lewis Project is strategically located adjacent to the north and within the Plan of Operations boundary of Nevada Gold Mines’ Phoenix Operation. The Lewis Project has an inferred mineral resource of 206,000 ounces of gold at 0.83 g/t and several additional prospective targets that have the potential to expand the resource base.

 

BOARD OF DIRECTORS RECOMMENDATION

 

The Arrangement Agreement has been unanimously approved by the Board of Directors of Orla and Gold Standard. The Board of Directors of Gold Standard recommends that Gold Standard shareholders vote in favour of the Transaction.

 

TD Securities has provided a fairness opinion to the Board of Directors of Gold Standard stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Gold Standard shareholders under the Transaction is fair, from a financial point of view, to Gold Standard shareholders.

 

Paradigm Capital has provided a fairness opinion to a Special Committee of Gold Standard Directors stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Gold Standard shareholders under the Transaction is fair, from a financial point of view, to Gold Standard shareholders.

 

Trinity Advisors Corporation and Stifel GMP have provided fairness opinions to the Board of Directors of Orla, each stating that, as of the date of such opinions, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the Transaction is fair, from a financial point of view, to Orla.

 

Officers and Directors of Gold Standard, along with a key shareholder of Gold Standard, Newmont Corp. representing in aggregate approximately 5.7% of the issued and outstanding Gold Standard Shares, have entered into voting support agreements with Orla and have agreed to vote in favour of the Transaction.

 

ACQUISITION STRUCTURE

 

The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by (i) 66⅔% of the votes cast by Gold Standard shareholders, (ii) 66⅔% of the votes cast by Gold Standard security holders (comprised of shareholders, option holders and restricted share unit holders) voting as a single class, at a meeting of Gold Standard securityholders (the “Gold Standard Meeting”), and (iii) a simple majority of the votes cast by Gold Standard shareholders, excluding certain related parties as prescribed by MI 61-101. The Gold Standard Meeting is expected to occur in August 2022. An information circular regarding the Transaction will be filed with regulatory authorities and mailed to Gold Standard’s securityholders in accordance with applicable securities laws. The Transaction is expected to be completed in August 2022 following the Gold Standard Meeting.

 

The completion of the Transaction remains subject to customary conditions, including receipt of all necessary court and regulatory approvals. The Arrangement Agreement includes customary representations and warranties of each party, non-solicitation covenants by Gold Standard, “right-to-match” provisions in favour of Orla in the event of a Superior Proposal (as defined in the Arrangement Agreement) and a termination fee in favour of Orla in the amount of C$7.3 million should the Arrangement Agreement be terminated in certain circumstances.

 

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and securities issued in the Transaction are anticipated to be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and will be issued pursuant to similar exemptions from applicable state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Details regarding these and other terms of the Transaction are set out in the Arrangement Agreement, which will be available in due course on the Company and Gold Standard’s respective profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

ADVISORS

 

Orla’s financial advisors are Trinity Advisors Corporation and Stifel GMP and its legal advisors are Cassels Brock & Blackwell LLP with respect to Canadian matters and Neal, Gerber & Eisenberg LLP regarding US matters.

 

Gold Standard’s financial advisor is TD Securities. Paradigm Capital is financial advisor to a Special Committee of Gold Standard Directors. Gold Standard’s legal advisors are Blake, Cassels & Graydon LLP with respect to Canadian matters and Dorsey & Whitney LLP regarding US matters.

 

TECHNICAL INFORMATION

 

Camino Rojo

 

The mineral reserve estimate for the Camino Rojo Oxide Mine consists of 466 koz gold of proven reserves (18,067 k tonnes at 0.80 g/t gold) and 1,123 koz gold of probable reserves (49,296 k tonnes at 0.71 g/t gold) and the mineral resource estimate consists of 482 koz gold of measured resources (19,391 k tonnes at 0.77 g/t gold) and 1,681 koz gold of indicated resources (75,249 k tonnes at 0.70 g/t gold). The mineral resource estimate for the Camino Rojo Sulphide Project consists of 74 koz gold of measured resources (3,358 k tonnes at 0.69 g/t gold) and 7,221 koz gold of indicated resources (255,445 k tonnes at 0.88 g/t gold). For additional information, see the Company’s technical report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) titled “Unconstrained Feasibility Study NI 43-101 Technical Report on the Camino Rojo Gold Project – Municipality of Mazapil, Zacatecas, Mexico“, dated January 11, 2021. Mineral resources are inclusive of mineral reserves.

 

Cerro Quema

 

The mineral reserve estimate for the Cerro Quema Oxide Project consists of 562 koz gold of probable reserves (21,700 k tonnes at 0.80 g/t gold). The mineral resource estimate at the Cerro Project consists of 1,023 koz gold of indicated resources (66,222 k tonnes at 0.48 g/t gold). For additional information, see the Company’s technical report prepared in accordance with NI 43-101 titled “Project Pre-Feasibility Updated NI 43-101 Technical Report on the Cerro Quema Project, Province of Los Santos, Panama” dated January 18, 2022. Mineral resources are inclusive of mineral reserves.

 

South Railroad and Lewis

 

The mineral reserve estimate for the South Railroad Project consists of 333 koz of gold of proven reserves (8,960 k tonnes at 1.15 g/t gold) and 1,271 koz of probable gold reserves (56,239 k tonnes at 0.70 g/t gold). The open pit mineral resource estimate for the South Railroad Project consists of 343 koz of gold of measured resources (9,561 k tonnes at 1.12 g/t gold), 1,441 koz of indicated resources (65,761 k tonnes at 0.68 g/t gold), and 650 koz of gold of inferred resources (21,795 k tonnes at 0.93 g/t gold). The underground mineral resource estimate consists of 66 koz gold of inferred resources (457 k tonnes at 4.49 g/t gold). For additional detail, see Gold Standard’s technical report prepared in accordance with NI 43-101 titled “South Railroad Project, Form 43-101F1 Technical Report, Feasibility Study, Elko County, Nevada” dated March 14, 2022 and an effective date of February 23, 2022. Mineral resources are inclusive of mineral reserves.

 

The mineral resource estimate at the Lewis Project consists of 206 koz of gold of inferred resources (7.74 million tonnes at 0.83 g/t gold). For additional detail, see Gold Standard’s technical report prepared in accordance with NI 43-101 titled “Technical Report and Mineral Resource Estimate for the Lewis Project, Lander County, Nevada, USA dated June 15, 2020 and an effective date of May 1, 2020.

 

Qualified Persons Statement

 

The scientific and technical information relating to Camino Rojo and Cerro Quema in this news release was reviewed and approved by Mr. J. Andrew Cormier, P. Eng., Chief Operating Officer of the Company, who is the Qualified Person as defined under NI 43-101 standards.

 

The scientific and technical information related to South Railroad and Lewis in this news release was reviewed and approved by Mr. Mark Laffoon, P. Eng., Project Director of Gold Standard, who is the Qualified Person as defined under NI 43-101 standards.

 

About Orla Mining Ltd.

 

Orla is operating the Camino Rojo Oxide Gold Mine, a gold and silver open-pit and heap leach mine, located in Zacatecas State, Central Mexico. The property is 100% owned by Orla and covers over 160,000 hectares. The technical report for the 2021 Feasibility Study on the Camino Rojo oxide gold project entitled “Unconstrained Feasibility Study NI 43-101 Technical Report on the Camino Rojo Gold Project – Municipality of Mazapil, Zacatecas, Mexico” dated January 11, 2021, is available on SEDAR and EDGAR under the Company’s profile at www.sedar.com and www.sec.gov, respectively. The technical report is also available on Orla’s website at www.orlamining.com. Orla also owns 100% of Cerro Quema located in Panama which includes a near-term gold production scenario and various exploration targets. Cerro Quema is a proposed open pit mine and gold heap leach operation. The technical report for the Pre-Feasibility Study on the Cerro Quema oxide gold project entitled “Project Pre-Feasibility Updated NI 43-101 Technical Report on the Cerro Quema Project, Province of Los Santos, Panama” dated January 18, 2022, is available on SEDAR and EDGAR under the Company’s profile at www.sedar.com and www.sec.gov, respectively. The technical report is also available on Orla’s website at www.orlamining.com.

 

About Gold Standard Ventures Corp.

 

Gold Standard owns the South Railroad Project, an open pit, heap leach gold project located in Elko County, Nevada. The project is part of a +21,000-hectare land package on the Carlin Trend and is 100% owned or controlled by Gold Standard.

 

 

Three figures accompanying this announcement are available at:

https://www.globenewswire.com/NewsRoom/AttachmentNg/b850a976-567a-401f-a083-ef9b943dc542

 

https://www.globenewswire.com/NewsRoom/AttachmentNg/940fe428-3a53-4735-a105-152c601408be

 

https://www.globenewswire.com/NewsRoom/AttachmentNg/482686ec-f57d-4a70-b180-f08855834b85

 

Posted June 13, 2022

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