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Taseko Acquires 100% of Gibraltar Mine

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Taseko Mines announces the acquisition of the remaining 12.5% interest in the Gibraltar Mine, resulting in 100% ownership. The acquisition price includes a minimum of $117 million with additional contingent payments based on copper prices and cashflow. Stuart McDonald, President & CEO, highlights the positive impact on copper production and cashflow, along with potential cost savings and strategic benefits.
Positive
  • Taseko Mines acquires the remaining 12.5% interest in the Gibraltar Mine, achieving 100% ownership.
  • The acquisition price includes a minimum of $117 million with potential contingent payments based on copper prices and cashflow.
  • Stuart McDonald, President & CEO, emphasizes the positive impact on copper production, cashflow, and strategic benefits.
  • The acquisition provides 14% growth in attributable copper production and is immediately cashflow accretive.
  • Taseko gains additional offtake rights, potential cost savings, and longer-term strategic benefits.
  • The agreement is structured in a mutually beneficial manner as Dowa and Furukawa exit their copper mining investments.
Negative
  • None.

The acquisition by Taseko Mines Limited of the remaining interest in the Gibraltar Mine represents a strategic consolidation move, enhancing their control over the asset and its future cash flows. The deal structure, with payments tied to copper prices and Gibraltar's cash flow, indicates a prudent approach to financial management. This mitigates the risk of overpayment in the event of a downturn in copper prices. The capped total consideration at $142 million provides a clear maximum exposure, which is important for financial planning and risk assessment.

Furthermore, the immediate cash flow accretion and the increase in attributable copper production by 14% suggest a positive impact on Taseko's bottom line. Investors should note the potential for improved economies of scale and operational efficiencies that full ownership could bring. However, the contingent nature of the payments and the long-term payment schedule introduce elements of uncertainty that will require careful monitoring of copper market trends and the mine's performance.

From a mining sector perspective, Taseko's move to acquire full ownership of the Gibraltar Mine is indicative of a broader industry trend towards consolidation. The termination of the Cariboo offtake agreement and the return of full marketing rights for the mine's copper concentrate to Taseko could offer significant strategic advantages. The ability to directly negotiate terms with purchasers might lead to better pricing and terms, enhancing profitability.

However, the reliance on a single foundational asset also increases concentration risk. Should any operational issues arise at the Gibraltar Mine, Taseko's financials could be disproportionately affected. It's also worth noting that the acquisition comes at a time when copper is seen as a critical metal for the transition to green energy, potentially increasing the long-term value of the asset.

The transaction reflects underlying economic principles such as the time value of money, with Taseko opting to spread payments over a long period. This could be seen as an indication of confidence in the company's long-term cash flow projections and the copper market. The structure of the deal, with payments tied to the average LME copper price, also reflects a hedging strategy against commodity price volatility.

It's important to recognize the broader economic context in which this acquisition is taking place. Copper is a bellwether for economic health and its demand is closely tied to industrial production and infrastructure development. As such, Taseko's consolidation of its position in the copper market could be well-timed if the global economy continues to grow and especially as copper plays a pivotal role in electrification and renewable energy projects.

VANCOUVER, BC, March 25, 2024 /PRNewswire/ - Taseko Mines Limited (TSX: TKO) (NYSE American: TGB) (LSE: TKO) ("Taseko" or the "Company") is pleased to announce that it has entered into a definitive agreement ("Agreement") to acquire the remaining 12.5% interest in the Gibraltar Mine from Dowa Metals & Mining Co., Ltd. ("Dowa") and Furukawa Co., Ltd. ("Furukawa"). Under the terms of the Agreement, Taseko will acquire Dowa and Furukawa's shares in Cariboo Copper Corp ("Cariboo") and will then own 100% of Cariboo shares and have an effective 100% interest in the Gibraltar Mine.

All amounts in this press release are stated in Canadian dollars (C$) unless otherwise specified.

The acquisition price consists of a minimum amount of $117 million payable over a period of ten years and potential contingent payments depending on copper prices and Gibraltar's cashflow. An initial $5 million will be paid to Dowa and Furukawa ($2.5 million each) shortly following closing and the remaining amounts will be settled with annual payments commencing in March 2026.

Stuart McDonald, President & CEO of Taseko, commented, "We are happy to once again own 100% of the Gibraltar mine, our foundational asset, which will continue to generate strong returns for the Company for many years to come.  This acquisition provides 14% growth in our attributable copper production, and is immediately cashflow accretive as we advance construction at our Florence Copper Project.

We also receive additional offtake rights as the Cariboo offtake contract comes back to Taseko, providing potential cost savings and longer-term strategic benefits as we continue to develop our North American copper production profile."

"We have established a positive relationship with Dowa and Furukawa over the last 14 years. Given that both groups are reducing their copper smelting businesses and are exiting their copper mining investments, we've been able to structure this exit from our long-term partnership in a mutually beneficial manner," concluded Mr. McDonald.

Terms of the acquisition

An initial $5 million payment will be made to Dowa and Furukawa shortly following closing.  The remaining cash consideration will be repayable in annual payments commencing in March 2026.  The annual payments will be based on the average LME copper price of the previous calendar year, subject to an annual cap based on a percentage of cashflow from the Gibraltar Mine.  At copper prices below US$4.00 per pound, the annual payment will be $5 million, increasing pro-rata to a maximum annual payment of $15.25 million at copper prices of US$5.00 per pound or higher.  The annual payments also can not exceed 6.25% of Gibraltar's annual cashflow for the 2025 to 2028 calendar years, and 10% of Gibraltar's cashflow for the 2029 to 2033 calendar years.  Any outstanding balance on the minimum acquisition amount of $117 million will be repayable in a final balloon payment in March 2034.

Total consideration is capped at $142 million, limiting the contingent consideration to a maximum of $25 million.  In addition, Taseko has the option to settle the full acquisition price at any time prior to 2029 by making total payments of $117 million.

The Company's minimum payment obligations are in the form of loans from Dowa and Furukawa to Cariboo.  The loans are guaranteed by Taseko, and a portion of the loans are secured by Cariboo's 25% joint venture interest in the Gibraltar Mine.  The loans contain minimum protective covenants including the requirement not to amend the joint venture agreement for the Gibraltar mine, or sell Cariboo's 25% interest in the joint venture.

Under the Cariboo offtake arrangements entered into in 2010, Dowa and Furukawa were entitled to receive 30% of Gibraltar's copper concentrate offtake for the life of mine, at benchmark terms.  Upon closing of this acquisition, the Cariboo offtake agreement will be terminated and Taseko will retain full marketing rights for 100% of Gibraltar's concentrate offtake going forward.

Stuart McDonald

President and CEO

No regulatory authority has approved or disapproved of the information contained in this news release.

Caution Regarding Forward-Looking Information

This document contains "forward-looking statements" that were based on Taseko's expectations, estimates and projections as of the dates as of which those statements were made. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "outlook", "anticipate", "project", "target", "believe", "estimate", "expect", "intend", "should" and similar expressions.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These included but are not limited to:

  • uncertainties about the future market price of copper and the other metals that we produce or may seek to produce;
  • changes in general economic conditions, the financial markets, inflation and interest rates and in the demand and market price for our input costs, such as diesel fuel, reagents, steel, concrete, electricity and other forms of energy, mining equipment, and fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Canadian dollar, and the continued availability of capital and financing;
  • inherent risks associated with mining operations, including our current mining operations at Gibraltar, and their potential impact on our ability to achieve our production estimates;
  • uncertainties as to our ability to control our operating costs, including inflationary cost pressures at Gibraltar without impacting our planned copper production;
  • uncertainties related to the accuracy of our estimates of Mineral Reserves (as defined below), Mineral Resources (as defined below), production rates and timing of production, future production and future cash and total costs of production and milling;
  • the risk that we may not be able to expand or replace reserves as our existing mineral reserves are mined;
  • our ability to comply with the extensive governmental regulation to which our business is subject;
  • uncertainties related to First Nations claims and consultation issues;
  • our reliance on rail transportation and port terminals for shipping our copper concentrate production from Gibraltar;
  • uncertainties related to unexpected judicial or regulatory proceedings; 
  • changes in, and the effects of, the laws, regulations and government policies affecting our mining operations and mine closure and bonding requirements;
  • our dependence solely on our interest in Gibraltar (as defined below) for revenues and operating cashflows;
  • our ability to collect payments from customers, extend existing concentrate off-take agreements or enter into new agreements;
  • environmental issues and liabilities associated with mining including processing and stock piling ore;
  • labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate our mine, industrial accidents, equipment failure or other events or occurrences, including third party interference that interrupt the production of minerals in our mine;
  • environmental hazards and risks associated with climate change, including the potential for damage to infrastructure and stoppages of operations due to forest fires, flooding, drought, or other natural events in the vicinity of our operations;
  • litigation risks and the inherent uncertainty of litigation;
  • our actual costs of reclamation and mine closure may exceed our current estimates of these liabilities;
  • our ability to meet the financial reclamation security requirements for the Gibraltar mine ;
  • the capital intensive nature of our business both to sustain current mining operations;
  • our reliance upon key management and operating personnel;
  • the competitive environment in which we operate;
  • the effects of forward selling instruments to protect against fluctuations in copper prices, foreign exchange, interest rates or input costs such as fuel;

For further information on Taseko, investors should review the Company's annual Form 40-F filing with the United States Securities and Exchange Commission www.sec.gov and home jurisdiction filings that are available at www.sedarplus.ca, including the "Risk Factors" included in our Annual Information Form.

Cision View original content:https://www.prnewswire.com/news-releases/taseko-acquires-100-of-gibraltar-mine-302097839.html

SOURCE Taseko Mines Limited

FAQ

What is the ticker symbol for Taseko Mines ?

The ticker symbol for Taseko Mines is TGB.

What percentage of interest did Taseko Mines acquire in the Gibraltar Mine?

Taseko Mines acquired the remaining 12.5% interest in the Gibraltar Mine.

What is the acquisition price for the remaining interest in the Gibraltar Mine?

The acquisition price consists of a minimum of $117 million with potential contingent payments based on copper prices and cashflow.

Who are the selling parties in the acquisition agreement?

The selling parties in the acquisition agreement are Dowa Metals & Mining Co., and Furukawa Co.,

Who will own 100% of Cariboo shares after the acquisition?

Taseko Mines will own 100% of Cariboo shares after the acquisition.

What are the terms of the annual payments for the acquisition?

The annual payments will commence in March 2026 and be based on the average LME copper price of the previous calendar year, with a maximum annual payment of $15.25 million at copper prices of US$5.00 per pound or higher.

What are the potential contingent payments based on for the acquisition?

The potential contingent payments are based on copper prices and cashflow from the Gibraltar Mine.

What benefits does Taseko Mines expect from the acquisition?

Taseko Mines expects 14% growth in attributable copper production, immediate cashflow accretion, additional offtake rights, potential cost savings, and longer-term strategic benefits.

What will happen to the Cariboo offtake agreement after the acquisition?

The Cariboo offtake agreement will be terminated, and Taseko Mines will retain full marketing rights for 100% of Gibraltar's concentrate offtake.

Who commented on the acquisition in the press release?

Stuart McDonald, President & CEO of Taseko Mines , commented on the acquisition in the press release.

Taseko Mines Limited

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About TGB

gibraltar, the cornerstone of taseko’s growth strategy taseko’s is the owner (75%) and operator of the gibraltar copper-molybdenum mine, located in south-central british columbia, the second largest open pit copper mine in canada and the largest employer in the cariboo region. by the end of 2012, the company will have invested ~$700 million to expand and modernize the operation, which was scheduled for demolition when the company acquired it in 1999. built in 1972, the mine was originally designed to process 36,000 tons of ore per day, producing approximately 60 million pounds of copper annually. soon after the re-start in 2004, taseko realized the potential of this large resource and embarked on a program to increase the copper reserves and expand the mining and processing capacity. by the end of 2012, gibraltar’s processing capacity will be increased to 85,000 tons per day with annual copper production averaging 180 million pounds for its 27 year mine life. .