Investor Presentaiton
TRANSACTION SUMMARY CONT
Transaction
funding
Timing and
conditions
The upfront cash consideration is to be funded via a combination of a new A$200m Term Debt Facility and a fully underwritten 11 A$525m institutional placement ("Placement")
In addition to the Placement, Evolution announces a non-underwritten share purchase plan for Evolution's eligible retail shareholders ("SPP") to raise up to A$60m 12 (together with the Placement,
the "Equity Raising")
Transaction completion expected to occur before the end of December 2023 and is not subject to any conditions precedent
1.
The copper price-linked Contingent Consideration is based on the following key terms:
a)
3-year term, commencing 1 July 2024 and ending 30 June 2027 (inclusive).
b)
Payments made annually to CMOC based on three incremental pricing thresholds:
1.
Threshold 1: 25% of incremental revenue share per pound of payable copper at prices at or above US$4.00/lb but less than US$4.25/lb; plus
II.
Threshold 1: 35% of incremental revenue share per pound of payable copper at prices at or above US$4.25/lb but less than US$4.50/lb; plus
III.
Threshold 3: 45% of incremental revenue share per pound of payable copper at prices at or above US$4.50/lb.
2.
Contingent cash Consideration to be capped at US$75m.
The Northparkes Joint Venture is subject to pre-emptive rights. However, the Transaction itself is not subject to pre-emptive rights
3. Acquisition Enterprise Value inclusive of the Fair Value of the Triple Flag stream liability of US$356m which is based on the outstanding commitment of ounces at the long-term gold price of A$2,650/oz
4.
Derived from Acquisition Enterprise Value as defined in footnote 3 and an FY23 EBITDA of US$107m
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9.
Derived from Acquisition Enterprise Value as defined in footnote 3 and Northparkes' Ore Reserve estimates as at 31 December 2022 converted to copper-equivalent using commodity price assumptions of A$1,600/oz Au, A$20/oz Ag and A$7,000/t Cu
Derived from Acquisition Enterprise Value as defined in footnote 3 and Northparkes' Mineral Resource estimates as at 31 December 2022 converted to copper-equivalent using commodity price assumptions of A$2,200/oz Au, A$26/oz Ag and A$10,000/t Cu
Based on the gold-equivalent ounce per share of Evolution's standalone Production and Evolution's pro-forma production (including Northparkes' Production) using commodity price assumptions based on spot prices as at 30 November 2023 of US$3.82/lb copper, US$2,044/oz gold
Based on the gold-equivalent ounce per share of Evolution's standalone Mineral Resource and Evolution's pro-forma (including Northparkes) Mineral Resource using commodity price assumptions of A$2,200/oz Au, A$26/oz Ag and A$10,000/t Cu for Mineral Resources
Based on the gold-equivalent ounce per share of Evolution's standalone Ore Reserve and Evolution's pro-forma Ore Reserve (including Northparkes' Ore Reserve) using commodity price assumptions of A$1,600/oz Au, A$20/oz Ag and A$7,000/t Cu for Ore Reserves
10. Calculated as Net Debt divided by (Net Debt + Book Value of Equity) of Evolution's pro-forma balance sheet estimates post-acquisition
11. Refer to the summary of the underwriting agreement appendix of this presentation
12. In conjunction with the placement, Evolution is undertaking a non-underwritten SPP, to raise up to A$60m, although Evolution may decide to accept applications that result in the SPP raising more or less than this amount
Evolution
MINING
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