May 27 2015
Barrick Gold Corporation today announced that it has formed a strategic partnership with leading Chinese mining company Zijin Mining Group Co., Ltd.
As a first step, Zijin will acquire 50 percent of Barrick (Niugini) Limited ("BNL"), the company which owns 95 percent of and manages the Porgera Joint Venture gold mine in Papua New Guinea. In addition, Barrick and Zijin have signed a long-term strategic cooperation agreement which outlines the intent of both companies to collaborate on future projects and joint investments, leveraging the strengths of each company.
"A twenty-first century mining company with global reach and the intention to become an industry leader must, by definition, have a distinctive relationship with China. This is particularly true in our industry, where China has become both the largest producer and consumer of gold, and a major source of capital and expertise for the mines of the future," said Barrick Chairman John L. Thornton. "Our partnership with Zijin is the first step in a long-term strategic relationship with one of China's leading mining companies-a multi-faceted partnership that will provide significant opportunities to work together on an ongoing basis as we continue to create value for our respective owners."
"A strategic partnership with Barrick is an excellent fit for Zijin and a powerful combination as we look to expand our business globally outside of China. Our companies have complementary expertise and experience and share a common vision for creating long-term value for our owners," said Zijin Chairman Chen Jinghe. "Barrick has strong international operating presence and experience as well as many of the best assets in the gold industry, while we have unrivaled access to the Chinese market, including distinctive engineering and construction management capabilities and advanced technology. We are excited to leverage our competitive strengths together, to start with at Porgera, while exploring additional joint opportunities for the future."
By partnering with Zijin, Barrick advances two fundamental objectives set out as part of the company's "back to the future" strategy. The first is to strengthen the company's balance sheet; the proceeds from the transaction will be used to pay down debt. The second is to form strategic partnerships that will create long-term value for all stakeholders.
Details of the Porgera transaction
Zijin and Barrick recognize the significant potential that exists at Porgera. Combining Barrick's experience and track record of operating success in Papua New Guinea with Zijin's strong cost management capabilities will help to unlock the full value of this mine for the benefit of all stakeholders.
Zijin will pay $298 million in cash for a 50 percent interest in BNL. The transaction is expected to be completed in the third quarter of 2015 and is subject to customary closing conditions.
Under the new structure, Barrick and Zijin will jointly control BNL (the manager of the Porgera Joint Venture), and BNL will have a joint Barrick-Zijin Board of Directors consisting of three Barrick nominees and three Zijin nominees. One party will nominate the Executive Managing Director, taking primary responsibility for operations of the mine, and the other party will nominate the Chairman of the Board of Directors and the Deputy Managing Director. In order to ensure continuity of operations and demonstrate Barrick's ongoing commitment to its stakeholders in Papua New Guinea, the current BNL management team will remain in place, with incumbent Executive General Manager, Greg Walker, nominated by Barrick as the first Executive Managing Director, while Zijin will nominate the first Chairman of the Board and Deputy Managing Director. Zijin's role in BNL's management of the Porgera Joint Venture is expected to grow over time as the company gains experience operating in Papua New Guinea.
Barrick looks forward to working with Zijin to realize the full potential of the Porgera mine, where both companies see significant value creation opportunities. Both Barrick and Zijin are committed to working with local communities and other partners in Papua New Guinea to ensure the Porgera mine generates value for all of its stakeholders for many years to come.
Credit Suisse is acting as financial advisor to Barrick. Davies Ward Phillips & Vineberg LLP and Herbert Smith Freehills LLP are acting as legal counsel to Barrick.