SEMAFO is a Canadian-based mining company listed on the Toronto Stock Exchange and the NASDAQ OMX Exchange with gold production and exploration activities in West Africa. SEMAFO operates the Mana Mine in Burkina Faso, which includes the high-grade Siou and Fofina deposits.
Superior proposal to the Conditional Greenstone Placement
SEMAFO notes Orbis’ proposed placement to Greenstone Resources LP of US$20 million of new Orbis shares at a price of A$0.42 per share, as announced by Orbis to ASX on September 23, 2014, which is conditional on Orbis shareholder approval at a general meeting convened for October 24, 2014 (Conditional Greenstone Placement).
SEMAFO is firmly of the view that its all-cash Proposal represents a superior outcome for Orbis shareholders than proceeding with the Conditional Greenstone Placement.
There are a number of risks inherent in developing a greenfield mining project in West Africa. SEMAFO’s cash Proposal would offer Orbis shareholders the opportunity to avoid these risks, while realising an immediate and substantial cash premium for their shareholding.
Pre-conditions to the Proposal
The Proposal remains subject to certain pre-conditions, being limited scope due diligence, entry into appropriate binding transaction documentation on terms and conditions considered customary for a transaction of this kind and the Conditional Greenstone Placement not proceeding.
It is SEMAFO’s current preference that the Proposal be a negotiated transaction implemented by way of a scheme of arrangement, with the Orbis Board unanimously recommending the Proposal to Orbis shareholders.
Background to the Proposal
SEMAFO has attempted to engage with Orbis in a straightforward and business-like manner. Meetings were held in Brisbane during the period of September 25-27, 2014, which were followed by various communications, including several written proposals. Despite SEMAFO’s best efforts, Orbis has so far responded in a manner that has made SEMAFO consider it appropriate to issue this press release.
Next steps
SEMAFO believes its Proposal represents a compelling scenario for Orbis shareholders and will continue to actively seek discussions with the Orbis Board to agree on a recommended, binding all-cash proposal and deliver a substantial premium for Orbis shareholders prior to October 24, 2014.
SEMAFO will also seek discussions with Orbis shareholders towards this objective.
SEMAFO has retained Clarus Securities as financial advisor and Ashurst as Australian legal advisor.
