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.