Alacer Gold announces sale of Australian business unit

Alacer Gold announces sale of Australian business unit

Canada NewsWire

TORONTO, Sept. 23, 2013 /CNW/ – Alacer Gold Corp. (“Alacer”) [TSX: ASR and ASX: AQG] announced today that it has entered into a binding agreement to sell its
Australian Business Unit (which includes the Higginsville and South
Kalgoorlie Operations) to a subsidiary of Metals X Limited (“Metals X“), an Australian public company with shares listed on the ASX (ASX: MLX).

Under the terms of the share sale agreement, Alacer will be paid A$40
million
in cash (subject to working capital adjustments) at completion
for all of the shares of Alacer Gold Pty Ltd (“Alacer Australia“), its wholly-owned subsidiary. Completion of the sale is conditional
on and will occur within five business days following receipt of
Australian Foreign Investment Review Board (“FIRB“) approval by Metals X.

Metals X has paid Alacer a A$10 million deposit (non-refundable except
if FIRB approval is not obtained), which will be held in escrow pending
completion of the sale. The share sale agreement includes customary
negotiated terms and conditions.

In addition to the A$40 million of cash consideration, Alacer will:

  • Retain the right to receive up to A$2 million of deferred cash payable
    from La Mancha Resources Australia Pty Ltd for the acquisition of
    Alacer’s 49% interest in Frog’s Leg in April 2013;

  • Receive any refund (estimated by Alacer to be up to A$21 million) in
    respect of an objection previously lodged to a Western Australian stamp
    duty assessment paid in connection with the merger that resulted in the
    formation of Alacer in 2011;

  • Retain ownership of certain long lead items acquired in advance of the
    South Kalgoorlie Expansion Project, which have a book value of A$7
    million
    ; and

  • No longer recognize in its financial statements A$46 million of mine
    closure provisions in relation to Alacer Australia.

Alacer will continue to execute its cash maximization strategy as
announced on 13 August 2013 at both the Higginsville and South
Kalgoorlie Operations until completion of the sale. Metals X will take
economic ownership of Alacer Australia from 1 October 2013 (subject to
completion) and will fund any additional working capital requirements
or capital expenditures outside of the cash maximization strategy plan
prior to completion.

All of Alacer Australia’s subsidiaries (which together hold 100%
interests in the Higginsville and South Kalgoorlie Operations) are
included in the sale. The sale does not require the approval of Alacer
shareholders.

Mr. Rodney P. Antal, Chief Executive Officer of Alacer stated, “We are
pleased to have negotiated a sale to a Western Australian company that
is familiar with our Australian assets. Strategically, the sale of our
Australian assets demonstrates our commitment to focus on our Turkish
operations. This sale will permit senior management and the Board to
focus on creating value in Turkey and the surrounding region for
Alacer’s shareholders.”

Alacer is being advised by Azure Capital Limited as financial adviser,
and Clifford Chance as legal adviser.

About Alacer

Alacer Gold Corp. is a leading intermediate gold mining company with
interests in multiple mines which provide ore to three processing
facilities in Australia and Turkey:

  • 80% interest in the Çöpler Mine;
  • 100% interest in the Higginsville Operations; and
  • 100% interest in the South Kalgoorlie Operations.

Alacer’s primary focus is to maximize portfolio value, maximize free
cash flow, minimize project risk, and return value to shareholders.
Alacer has a strong balance sheet and is committed to responsibly
developing its current operations and focused exploration programs
creating value.

Cautionary Statements

Except for statements of historical fact relating to Alacer, certain
statements contained in this press release constitute forward-looking
information, future oriented financial information, or financial
outlooks (collectively “forward-looking information”) within the
meaning of Canadian securities laws. Forward-looking information may be
contained in this document and other public filings of Alacer.
Forward-looking information often relates to statements concerning
Alacer’s future outlook and anticipated events or results and, in some
cases, can be identified by terminology such as “may”, “will”, “could”,
“should”, “expect”, “plan”, “anticipate”, “believe”, “intend”,
“estimate”, “projects”, “predict”, “potential”, “continue” or other
similar expressions concerning matters that are not historical facts.

Forward-looking information includes statements concerning, among other
things, whether FIRB approval for the sale transaction will be granted;
whether the sale transaction will be completed; the continued listing
of Alacer shares on the ASX; the generation of free cash flow and
payment of dividends; matters relating to proposed exploration,
communications with local stakeholders and community relations;
negotiations of joint ventures, negotiation and completion of
transactions; commodity prices; mineral resources, mineral reserves,
realization of mineral reserves, existence or realization of mineral
resource estimates; the development approach, the timing and amount of
future production, timing of studies and analyses, the timing of
construction and development of proposed mines and process facilities;
capital and operating expenditures; economic conditions; availability
of sufficient financing; exploration plans and any and all other
timing, exploration, development, operational, financial, budgetary,
economic, legal, social, regulatory and political matters that may
influence or be influenced by future events or conditions.

Such forward-looking information and statements are based on a number of
material factors and assumptions, including, but not limited in any
manner to, those disclosed in any other of Alacer’s filings, and
include the inherent speculative nature of exploration results; the
ability to explore; communications with local stakeholders and
community and governmental relations; status of negotiations of joint
ventures; weather conditions at Alacer’s operations, commodity prices;
the ultimate determination of and realization of mineral reserves;
existence or realization of mineral resources; the development
approach; availability and final receipt of required approvals, titles,
licenses and permits; sufficient working capital to develop and operate
the mines and implement development plans; access to adequate services
and supplies; foreign currency exchange rates; interest rates; access
to capital markets and associated cost of funds; availability of a
qualified work force; ability to negotiate, finalize and execute
relevant agreements; lack of social opposition to the mines or
facilities; lack of legal challenges with respect to the property of
Alacer; the timing and amount of future production and ability to meet
production targets; timing and ability to produce studies and analyses;
capital and operating expenditures; economic conditions; availability
of sufficient financing; the ultimate ability to mine, process and sell
mineral products on economically favorable terms and any and all other
timing, exploration, development, operational, financial, budgetary,
economic, legal, social, regulatory and political factors that may
influence future events or conditions. While we consider these factors
and assumptions to be reasonable based on information currently
available to us, they may prove to be incorrect.

You should not place undue reliance on forward-looking information and
statements. Forward-looking information and statements are only
predictions based on our current expectations and our projections about
future events. Actual results may vary from such forward-looking
information for a variety of reasons, including but not limited to
risks and uncertainties disclosed in Alacer’s filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by
law, Alacer does not intend, and undertakes no obligation to update any
forward-looking information to reflect, among other things, new
information or future events.

SOURCE Alacer Gold Corp.

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