TORONTO, Dec. 20, 2021 /CNW/ – (TSX: LUN) (Nasdaq Stockholm: LUMI) Lundin Mining Corporation (“Lundin Mining” or the “Company”) is pleased to announce it has entered into a definitive agreement (the “Arrangement Agreement”) with Josemaria Resources Inc. (“Josemaria Resources”) to acquire all of the issued and outstanding shares of Josemaria Resources through a plan of arrangement (the “Transaction”) for an implied equity value of approximately C$625 million (US$485 million).
Lundin Mining will acquire 100% of the Josemaria copper-gold project located in the San Juan Province of Argentina (the “Josemaria project”, “Josemaria” or the “project”). The world-class Josemaria project is a unique opportunity at an advanced stage with a clear path to production. With Josemaria, Lundin Mining positions itself as a major copper producer with a diversified portfolio of high-quality, long-life base metal assets.
Under the terms of the Transaction, Josemaria Resources shareholders may elect to receive in exchange for each Josemaria Resources common share (a “Josemaria Resources Share”), 0.1487 of a common share of Lundin Mining (each whole share, a “Lundin Mining Share”) or C$1.60 cash or any combination thereof issuable to all Josemaria Resources shareholders (collectively, the “Consideration”). The Consideration will be subject to a total maximum cash consideration of approximately C$183 million and a total maximum share consideration of approximately 39.7 million Lundin Mining Shares, equating to 30% of the Transaction Consideration payable in cash and 70% of the Transaction Consideration payable in Lundin Mining Shares, respectively. The Consideration implies a purchase price of C$1.60 per Josemaria Resources Share, representing a 29% premium to Josemaria Resources’ 10-day volume weighted average price on the Toronto Stock Exchange (“TSX”) for the period ended December 17, 2021. Any cash payments on Josemaria Resources Shares traded on Nasdaq Stockholm will be paid in Swedish kronor in accordance with Euroclear Sweden principles.
Lundin Mining and Josemaria Resources will host a joint conference call and webcast at 8:00 am ET, 14:00 CET on Monday, December 20, 2021 to discuss the Transaction. Call details are outlined at the end of this news release.
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Acquisition Highlights and Strategic Rationale
- Aligned with Lundin Mining’s Strategic Goals – Acquisition of the world-class Josemaria project delivers large-scale copper-gold growth. Delivering on the Company’s stated strategy, Josemaria complements the existing portfolio of high-quality, long-life base metals mines and adds a strong third pillar to its South American copper business.
- Materially Increases Lundin Mining Copper Production and Scale – Once in production, Josemaria is expected to produce on average over 130,000 tonnes of copper, nearly 225,000 oz of gold and 1.0 million oz of silver annually over a 19-year mine life1. This growth would increase the Company’s copper production by nearly 50%, and gold production over 140%, compared to guidance for 2022. Josemaria is a top-10 open pit copper asset in the Americas with an estimated 6.7 billion lb of copper, 7.0 million oz of gold and 30.7 million oz of silver in Mineral Reserves2.
- Clear Path to Development – Josemaria Resources has been advancing the feasibility-stage project through environmental approvals with the Province of San Juan and has been negotiating commercial and fiscal terms with the San Juan and Federal authorities. Josemaria Resources anticipates these will be finalized in 2022 and has outlined a project timeline of approximately five years to commercial production. The Lundin family has a 30-year track record of successfully developing mutually beneficial relationships in San Juan and Catamarca provinces of Argentina.
- Robust Project Economics – The November 2020 Josemaria Technical Report estimates robust after-tax NPV, IRR and a short payback period using conservative-to-spot metal prices. With cash costs forecast to be in the 2nd quartile globally, Josemaria is positioned to generate meaningful cash flow throughout the metal price cycle.
- Removes Project Financing Constraints – Within Lundin Mining, capital financing risks to the project timeline and Josemaria Resources shareholders are significantly reduced. The project capital and development timeline offer many funding options under Lundin Mining’s stewardship making advancement of permitting and construction the primary focus. The Company expects to continue to generate significant free cash flow at current metal prices, has significant debt capacity supported by the existing portfolio of assets and can proceed while also advancing organic growth opportunities at existing operations.
- Asset and Geographic Diversification – Josemaria adds meaningful-scale copper-gold production growth to Lundin Mining’s portfolio, providing further geographic diversification while maintaining a favourable copper-dominant commodity mix.
- Continued Balance Sheet Strength and Attractive Direct Returns – The Transaction cash consideration will be financed with existing liquidity, which as at September 30, 2021, included cash and cash equivalents of nearly US$430 million and approximately US$780 million available for drawdown on the Company’s credit facility. The Company expects to maintain its direct return of capital to shareholders under its dividend framework throughout the development of the Josemaria project.
- Upside Exploration Potential – Lundin Mining believes there is significant potential to further increase value over the longer-term leveraging its copper-focused exploration expertise. Exploration potential in a highly prospective and emerging district, combined with the large Mineral Resource base, position Josemaria as the center of gravity for future development and expansion.
Peter Rockandel, President and CEO commented, “The acquisition of the Josemaria project complements Lundin Mining’s existing portfolio of high-quality mines and highlights our focus on disciplined copper-focused growth to create long-term shareholder value. Josemaria is a world-class copper-gold project that has many characteristics which makes it the ideal project, at the right time, for Lundin Mining to advance in the next phase of our growth. Building on our strengthened technical expertise, leveraging our financial strength, and drawing on Josemaria Resources’ in-country knowledge, we believe this opportunity will create meaningful value for all stakeholders. The addition of Josemaria will elevate Lundin Mining’s position to a major base metals producer with high-quality, low-cost copper exposure.”
Josemaria Copper-Gold Project Overview
Unless otherwise noted, all information (including scientific and technical information) relating to the Josemaria Copper-Gold Project contained in this news release has been derived from or is based on the Josemaria Technical Report. Further details with respect to the Josemaria project are available in the Josemaria Technical Report prepared for Josemaria Resources and filed under Josemaria Resources’ SEDAR profile at www.sedar.com. See “Mineral Reserve and Mineral Resource Estimates” of this news release for information on preparation of Mineral Reserves and Mineral Resource estimates as defined by NI 43-101.
Located entirely within the San Juan Province of Argentina, the Josemaria project is expected to produce an average of 166,000 tonnes of copper, 331,000 oz of gold and 1.2 million oz of silver per year for the first three years. Over a 19-year mine life defined by the current Mineral Reserve estimate, average annual production is forecast to be 131,000 t of copper, 224,000 oz of gold and 1.0 million oz of silver at an average total cash cost of US$1.55/lb of copper equivalent.
A feasibility study was completed on the project in November 2020, key operational findings of which are presented in the table at the end of this section. Upon completion of the Transaction, Lundin Mining plans to further review and undertake additional study work on the project development timeline, capital expenditure estimates, and economic estimates.
The project has been advancing through environmental approvals, and commercial and fiscal terms with federal and provincial authorities. The Environment and Social Impact Assessment (ESIA) for the project was submitted in the first quarter of 2021. Josemaria Resources anticipates the ESIA and commercial and fiscal terms to be finalized in 2022, outlining a project timeline of approximately five years to commercial production.
The Josemaria deposit is classified as a porphyry copper-gold system. The deposit area measures approximately 1,500 m north-south by approximately 1,000 m east-west and 600 to 700 m vertically from surface, within a larger alteration footprint of up to 4 km north-south by 2 km east-west. The deposit remains open to the south, beneath a thickening cover of post mineral volcanic rocks and also at depth.
The project site has ready access to water, grid power, transportation and logistical infrastructure within San Juan Province, which are to be further developed within the project scope.
- Mining – Josemaria is to be developed as a large-scale open-pit with a low strip ratio of 0.98 over the 19-year mine life. Electrically powered hydraulic shovels are envisaged in combination with ultra-class 360-tonne haul trucks.
- Processing – Mineral processing is to consist of a conventional crush, grind and flotation flowsheet producing a gold-rich copper concentrate. The concentrator is designed to treat sulphide ores at an average capacity of approximately 152,000 tpd, varying by ore type and characteristics over the life-of-mine.
- Copper Concentrate – Conventional sulphide flotation is to produce copper concentrate with significant gold by-product credit. The copper concentrate grade is expected to average approximately 27% copper, 14.2 g/t gold and 71.7 g/t silver over the life of the operation.
- Operating costs – Life-of-mine total cash cost is estimated to average US$1.55/lb of copper equivalent (co-product basis). Low overall operating costs can be attributed to the low strip ratio and lower cost of power and labour than many other established mining jurisdictions.
- Mineral Reserves – Mineral Reserves are estimated by Josemaria Resources to be 1,012 Mt at an average grade of 0.30% copper, 0.22 g/t gold and 0.94 g/t silver, containing approximately 6.7 billion lb of copper, 7.0 million oz of gold and 30.7 million oz of silver estimated using a copper price of US$3.00/lb, gold price of US$1,500/oz and silver price of US$18.00/oz silver. The current Mineral Reserves support a 19-year operational life at the envisaged processing rate of an average of approximately 152,000 tpd.
Josemaria November 2020 Feasibility Study Operational Highlights
|Average Process Capacity||152,000 tonnes/day|
|Mine Life||19 years|
|Life-of-Mine Mill Feed||1,012 million tonnes|
|Life-of-Mine Diluted Grades||0.30% copper, 0.22 g/t gold, 0.94 g/t silver|
|Life-of-Mine Strip Ratio (Waste:Ore)||0.98:1|
|Life-of-Mine Average Process Recovery||85.2% copper, 62.6% gold, 72.0% silver|
|Average Annual PayableMetal Production||First 3 Years||Life-of-Mine|
|166,000 tonnes copper||131,000 tonnes copper|
|331,000 oz gold||224,000 oz gold|
|1,248,000 oz silver||1,048,000 oz silver|
|Total Cash Cost (co-product)||US$1.55/lb copper equivalent|
|Metal Prices||US$3.00/lb copper, US$1,500/oz gold, US$18.00/oz silver|
The Transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require approval by (i) 66⅔% of the votes cast by Josemaria Resources shareholders and (ii) 66⅔% of the votes cast by Josemaria Resources security holders (comprised of shareholders and optionholders).
Under the terms of the Transaction, Josemaria Resources shareholders may elect to receive in exchange for each Josemaria Resources common share, 0.1487 of a Lundin Mining Share or C$1.60 cash or any combination thereof issuable to all Josemaria Resources shareholders. The Consideration will be subject to a total maximum cash consideration of approximately C$183 million and a total maximum share consideration of approximately 39.7 million Lundin Mining Shares, equating to 30% of the Transaction Consideration payable in cash and 70% of the transaction consideration payable in Lundin Mining Shares, respectively. In the event that the aggregate amount of the cash consideration or share consideration elected by all Josemaria Resources shareholders exceeds the respective limits, the Consideration will be pro-rated and Josemaria Resources shareholders will receive the other form of Consideration for the balance of their Josemaria Resources Shares.
Any cash payments on Josemaria Resources Shares traded on Nasdaq Stockholm will be paid in Swedish kronor in accordance with Euroclear Sweden principles.
The Arrangement Agreement has been unanimously approved by the Board of Directors of each of Lundin Mining and Josemaria Resources, excluding (i) in the case of Lundin Mining, Messrs. Ashley Heppenstall, Lukas Lundin and Jack Lundin who were recused from the considerations of the transaction and abstained from voting on the Transaction as Mr. Heppenstall is also a director of Josemaria Resources and Messrs. Jack Lundin and Lukas Lundin are strategic advisors of Josemaria Resources; and (ii) in the case of Josemaria Resources, Mr. Ashley Heppenstall. The special committee of independent directors of Lundin Mining unanimously recommended that the Board of Directors of Lundin Mining approve the Transaction and the entering into of the Arrangement Agreement. The special committee of independent directors of Josemaria Resources unanimously recommended that the Board of Directors of Josemaria Resources approve the Transaction and the entering into of the Arrangement Agreement and recommend to the shareholders of Josemaria Resources to vote in favour of the Transaction. The Board of Directors of Josemaria Resources unanimously recommend that the shareholders of Josemaria Resources vote in favour of the Transaction. The Arrangement Agreement includes a US$100 million bridge financing facility with drawdowns based on budgets approved by Lundin Mining.
Morgan Stanley has provided a fairness opinion to the Board of Directors of Lundin Mining and TD Securities Inc. has provided a fairness opinion to the Lundin Mining special committee, each 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 paid under the Transaction to shareholders of Josemaria Resources is fair, from a financial point of view, to Lundin Mining.
BMO Capital Markets provided the Josemaria Resources special committee and Board of Directors with a fairness opinion to the effect that, as of the date of such opinion, the Consideration to be paid under the Transaction is fair, from a financial point of view, to holders of Josemaria Resources Shares, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinion.
Officers, directors and strategic advisors of Josemaria Resources, along with the largest shareholders of Josemaria Resources, being Lorito Holdings S.a.r.l. (“Lorito”) and Zebra Holdings and Investments S.a.r.l. (“Zebra”), representing in aggregate approximately 42% of the issued and outstanding Josemaria Resources Shares, have entered into voting support agreements with Lundin Mining and have agreed to vote in favour of the Transaction at the special meeting of the shareholders of Josemaria Resources to be held to consider the Transaction. Lorito and Zebra representatives have indicated the intention to elect to receive entirely the share consideration.
Completion of the Transaction is expected to occur early in the second quarter of 2022 and is subject to regulatory approvals, including but not limited to TSX, Nasdaq Stockholm’s admission to trading of the new Lundin Mining and the approval and registration of the Swedish Financial Supervisory Authority of a Swedish prospectus prepared by Lundin Mining, and the satisfaction of customary closing conditions, in addition to Josemaria Resources shareholder and court approval. The Arrangement Agreement also provides for customary deal-protection measures, including and among others, non-solicitation provisions on the part of Josemaria Resources (subject to customary “fiduciary out” provisions), a right to match an unsolicited superior proposal in favour of Lundin Mining, and a termination payment of C$20 million by Josemaria Resources to Lundin Mining payable under 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”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Lundin Mining and Josemaria Resources have provided representations and warranties customary for a transaction of this nature. Josemaria Resources has provided customary interim period covenants regarding the operation of its business in the ordinary course.
Further information regarding the Transaction will be contained in an information circular that Josemaria Resources will prepare, file and mail in due course to its shareholders in connection with the Josemaria Resources special meeting. Lundin Mining will also prepare and publish a prospectus for Nasdaq Stockholm shareholders of Josemaria Resources in accordance the Swedish listing rules.
Details regarding these and other terms of the Transaction are set out in the Arrangement Agreement, which will be available on SEDAR at www.sedar.com.
Mineral Reserve and Mineral Resource Estimates
The estimated Mineral Reserve for the Josemaria project, estimated by Josemaria Resources, is presented in the table below and is extracted from the Josemaria Technical Report. Further details about the Mineral Reserve and Mineral Resource estimates, including assumptions, parameters, estimation methods used, risks and data verification measures, are available in the Josemaria Technical Report filed under Josemaria Resources’ SEDAR profile at www.sedar.com.
Mineral Reserve Statement
|Category||(Mt)||%||g/t||g/t||(M lb)||(M oz)||(M oz)|
|1.||Mineral Reserves have an effective date of September 28, 2020. The Qualified Person for the estimate is Mr. Robert McCarthy, P.Eng.|
|2.||The Mineral Reserves were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), Definition Standards for Mineral Resources and Reserves, as prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.|
|3.||The Mineral Reserves were based on a pit design which in turn aligned with an ultimate pit shell selected from a WhittleTM pit optimization exercise. Key inputs for that process are:|
|Metal prices of US$3.00/lb copper, US$1,500/oz gold, US$18.00/oz silver.Variable mining cost by bench and material type. Average costs are US$1.351/t, US$1.36/t and US$1.65/t for ore, Non-Acid Generating waste and Potentially Acid Generating waste, respectively.Processing costs vary by metallurgical zone, ranging from US$3.77/t tonalite ore milled to US$3.71/t supergene.Infrastructure on and off-site US$0.43/t milled.Indirect costs US$0.46/t milled.Sustaining capital costs of US$0.54/t milled for tailings and US$0.17/t mined for mining equipment.Pit average slope angles varying from 37° to 43°.Process recoveries for copper and gold are based on grade. The average recovery is estimated to be 85.2% for copper and 62.6% for gold. Silver recovery is fixed at 72.0%.|
|4.||Mining dilution is accounted for by averaging grades in adjacent blocks across a thickness of 2.5 m into each block (5.0 m per block contact).|
|5.||The Mineral Reserve has an economic cut-off for prime mill feed, based on net smelter return of US$5.22/t, US$5.21/t, US$5.18/t and US$5.16/t milled for tonalite, rhyolite, porphyry and supergene material respectively and an additional US$0.53/t for stockpiled ore.|
|6.||There are 991 Mt of waste in the ultimate pit. The strip ratio is 0.98 (waste:ore).|
|7.||All figures are rounded to reflect the relative accuracy of the estimate. Totals may not sum due to rounding as required by reporting guidelines.|
The Mineral Resource for the Josemaria project, estimated by Josemaria Resources, is presented in the table below and is extracted from the Josemaria Technical Report. Mineral Resources are presented inclusive of Mineral Reserves.
Sulphide Mineral Resource Statement at 0.1% Copper Equivalent Cut-Off
|Category||(Mt)||%||g/t||g/t||(B lb)||(M oz)||(M oz)|
Oxide Mineral Resource Statement at 0.2g/t Gold Cut-Off
|Category||(Mt)||g/t||g/t||(000 oz)||(000 oz)|
|1.||Mineral Resources are inclusive of Mineral Reserves.|
|2.||Mineral Resources have an effective date of July 10, 2020. The Qualified Person for the estimate is Mr. James N. Gray, P.Geo.|
|3.||The Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), Definition Standards for Mineral Resources and Reserves, as prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.|
|4.||Sulphide copper equivalency equation (CuEq) assumes metal prices of US$3.00/lb copper, US$1,500/oz gold and US$18/oz silver.|
|5.||CuEq is based on copper, gold and silver recoveries derived from metallurgical test work as applied in the pit optimization and mine design process (average life-of-mine recoveries used: 85.2% copper, 62.6% gold, 72.0% silver).|
|6.||The copper equivalency equation used is: CuEq (%) = (copper grade (%) x copper recovery x copper price ($/t) + gold grade (oz/t) x gold recovery x gold price ($/oz) + silver grade (oz/t) x silver recovery x silver price ($/oz)) / (copper price ($/t) x copper recovery)|
|7.||Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.|
|8.||All figures are rounded to reflect the relative accuracy of the estimate. Totals may not sum due to rounding as required by reporting guidelines.|
Advisors and Counsel
Morgan Stanley is acting as financial advisor to Lundin Mining with Cassels Brock & Blackwell LLP acting as legal advisor. TD Securities Inc. is acting as financial advisor to the special committee of the Lundin Mining Board of Directors with Fasken Martineau DuMoulin LLP acting as legal advisor.
Jeremy Weyland, P.Eng., Acting Vice President, Technical Services, Lundin Mining, a “qualified person” as defined under NI 43-101, has reviewed and approved the scientific and technical information in this news release, including the scientific and technical information derived from the Josemaria Technical Report. Mr. Weyland has verified the data disclosed in this news release and no limitations were imposed on his verification process.
Further details with respect to the Josemaria project are available in the Josemaria Technical Report prepared for Josemaria Resources and filed under Josemaria Resources’ SEDAR profile at www.sedar.com.
Conference Call and Webcast Details
A telephone conference call and webcast with Lundin Mining and Josemaria Resources management to discuss the Transaction will be held at 8:00 ET, 14:00 CET on Monday, December 20, 2021. Details are provided below:
Call-in number for the conference call (North America): + 1 647 788 4922
Call-in number for the conference call (North America Toll Free): + 1 877 223 4471
Call-in number for the conference call (Sweden): + 020 012 3522
To view the live webcast presentation, please log on using this direct link:
The presentation slideshow will also be available in PDF format for download from the Lundin Mining website www.lundinmining.com before the conference call.
A replay of the telephone conference will be available after the completion of the conference call until January 20, 2022.
North America: +1 800 585 8367or +1 416 621 4642.
The passcode for the replay is: 6689651
A replay of the webcast will be available by clicking on the direct link above.