On 23 March, Endeavour announced that it had entered into a joint, definitive agreement with SEMAFO, whereby it will acquire all of the issued and outstanding securities of SEMAFO by way of a Plan of Arrangement under the Business Corporations Act (Québec). Under the terms of the agreement, Endeavour will pay 0.1422 shares for each SEMAFO common share, resulting in its issuing an additional 47.6m shares (cf 109.9m currently in issue). Based on the 20-day volume weighted average prices of each company until 20 March, these terms represented a 27.2% price premium for SEMAFO shareholders. Based on the closing prices of each company’s shares on 20 March, they represented a 54.7% premium for SEMAFO shareholders and implied an equity value for SEMAFO of c C$1.0bn. In the aftermath of the transaction, existing Endeavour and SEMAFO shareholders will own approximately 70% and 30%, respectively, of an entity producing c 1Moz gold per year and which generated US$121.6m in pre-financing cash flows in FY19 (note full Edison calculated pro-forma accounts for the enlarged company for FY18 and FY19 are provided in Exhibit 10).
Endeavour’s principal investor, La Mancha, has committed to invest US$100m into the combined entity in order to provide for a larger free float and greater stock liquidity, and both sets of board of directors have unanimously approved the transaction.
Pursuant to the rules of the TSX, the transaction will require approval by a simple majority of the votes cast by Endeavour’s shareholders and a two-thirds majority of votes cast by SEMAFO shareholders. In addition, Endeavour shareholders will be asked to approve the issuance of US$100m Endeavour ordinary shares to La Mancha by a simple majority.
La Mancha, the officers and directors of Endeavour (who together control approximately 31.8% of the outstanding shares of Endeavour) and the officers and directors of SEMAFO have all stated their support for the transaction. In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals including TSX approval and the satisfaction of certain other customary closing conditions. The agreement includes customary provisions including non-solicitation provisions, a right to match any superior proposal and reciprocal termination fees of US$20m payable either way depending on circumstances.
It is anticipated that the transaction will close in Q220.
Endeavour: A specialist West African gold miner
Endeavour is an intermediate gold producer, with four mines in Côte d’Ivoire (Agbaou and Ity) and Burkina Faso (Houndé, Karma) and two major development projects (Fetekro and Kalana) in the highly prospective West African Birimian greenstone belt. Although not restricted to a particular geography or mode of operation, Endeavour has a preference for operating in francophone West Africa and for owner-operated (rather than contractor) mining. Its target is for all of its mines to have operational lives (on average) in excess of 10 years at an all-in sustaining cost (AISC) below US$850/oz. A summary of Endeavour’s strategy and assets may be found in our two Outlook notes From the ground upwards, published on 16 October 2018, and Q419 and FY19 results ahead of expectations, published on 20 March 2020.
SEMAFO: Also a specialist West African gold miner
Similarly focused on West Africa, SEMAFO currently operates two mines, both in Burkina Faso. SEMAFO’s corporate vision is to establish enduring relationships with the countries in which it operates and, via its experience, expertise and financial acumen, create partnerships to responsibly develop their natural resources. Over the past 20 years, it has successfully commissioned three gold mines in several jurisdictions and produced a cumulative c 3Moz gold (NB see Exhibit 1 for current year cost and production guidance). Following its acquisition of 13 Orbis permits in 2015, its property portfolio in Burkina Faso grew to in excess of 4,500km2, representing one of the most extensive land positions in the country.
A brief summary of SEMAFO’s two operating mines plus its main exploration assets is provided below.
The Boungou permit, which contains the Boungou deposit, lies within the Diapaga greenstone belt, a north-east to south-west orientated belt that extends over 250km in length and over 50km in width in the Est region of south-eastern Burkina Faso. SEMAFO holds four contiguous permits, collectively known as the Tapoa Permit Group, covering approximately 70km in strike length along the Diapaga Belt. Laterite and alluvium cover extensive (lateral) portions of the permit; however, both are generally less than 10m in thickness
Commercial production at Boungou, which comprises an open-pit mine and 4,000tpd carbon-in-pulp processing plant, began on 1 September 2018. In 2019 (the first full year of operations), the mine delivered a total of 205,000oz gold at an AISC of US$497/oz over a 10-month period. However, operations were suspended in November, after an attack by unidentified insurgents on a convoy of five buses carrying 241 contractors and employees on the road between Fada and the mine site escorted by military personnel resulted in at least 99 casualties (killed and wounded). Prior to the attack, the mine had been forecast to produce 220,000–240,000oz gold.
While not detracting from the tragedy of the attack at both a personal and a corporate level, Endeavour has an enviable and long-standing track record in providing security for its sites and also a very good relationship with the government. One aspect of this that differentiates Endeavour, in particular, from its peers is that security at Endeavour is run as a business unit and not as a function of a mine’s general manager’s responsibilities. Among other things, this will mean the combined group of Endeavour and SEMAFO will be better positioned to manage its security in the region than previously, with Endeavour’s specialist security unit seeking to implement many of its security procedures and protocols at the earliest practicable moment. To that end, Boungou has been visited by both Endeavour’s head of security and also its president and CEO, Sébastien de Montessus and both are reported to be ‘very confident’ they can run the site securely. In the meantime, in February, SEMAFO announced a phased re-opening plan, whereby it will process stockpiled material during an initial three-month phase, during which it will use on-site supplies with limited deliveries of new supplies. All other things being equal, the plans anticipate a restart of mining activities in Q420, while continuing to process the current stockpile of 1.1Mt at an average grade of 3.4 g/t Au. However, to increase the frequency of deliveries required to operate after the initial three months, SEMAFO has stated that it will ‘need the government to improve security on the public road and in the surrounding region’, to which end it is in discussion with the authorities regarding the necessary security plan.
Capital costs relating to the re-start of the mine in Q4 are expected to amount to no more than US$10m, of which US$7m is represented by stripping costs and US$2m by sustaining capital. In the medium to longer term, Boungou’s target AISC is c US$500/oz.
The Mana mine is located 260km south-west of Burkina Faso’s capital Ouagadougou. Originally a grassroots discovery, the processing plant has been expanded four times since its first gold pour in 2008 and it has now evolved into the third largest mine in the country with milling capacity in excess of 7,200tpd (2.6Mtpa) and having produced c 2.0Moz gold over the course of its life to date. In 2014, SEMAFO developed the high-grade Siou deposit from a blind discovery to production in a mere 18 months, thereby boosting both the mine’s production and reserve grade. As a result, production at Mana is now derived from both the Siou underground and open pits as well as the Wona open pit.
Siou is a high-grade gold deposit located some 20km from Mana. Conversion of Siou from an open pit into an underground mining operation began in Q318 with full underground production expected in Q120. A pre-feasibility study investigated the potential for extracting the deeper zone of the Siou deposit using underground mining operations (mainly long-hole stoping). Access to the operations is through a single portal and a 5.5m x 5.5m ramp at a 14° gradient. The location of the portal will allow mining in the northern part of the Siou pit to continue uninterrupted. The ultimate size of the underground mining operation will be more than 600m along strike by 200m deep. With the development of the underground project, a summary of the Siou operation in its entirety is as follows:
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Siou proven and probable reserves of 3.0M tonnes at 5.29 g/t Au containing 0.5Moz gold
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Siou proven and probable open-pit reserves of 0.9M tonnes at 3.43 g/t Au containing 0.1Moz gold
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2,000tpd contract processing operation
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Mine life in excess of eight years (from end-FY18)
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Pre-production capital expenditure of US$51.7m
■
Development time of 18 months
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During the five-year period between 2019 and 2023, SEMAFO is targeting
•
Average production of 209,000oz pa
•
Average AISC of US$871/oz
In early August 2019, SEMAFO reported a pit wall failure at Mana in the Wona pit. Since SEMAFO was then engaged in mining the southern part of the Wona pit, no mining was underway in the affected area at the time, no one was injured and no equipment was damaged, although, under the 2019 mine plan, some 45,000oz had been expected to be produced from the northern portion of the pit between late August and December. To regain access to ore in Wona North and to operate safely, SEMAFO made the decision to defer mining there until Q120 and, in the meantime, to bring forward the mining of 6Mt of waste material that was otherwise scheduled for FY21 and to push back the pit wall. As a result, production guidance for Mana in FY19 was reduced from 170–190koz to 130–140koz, although guidance for all-in sustaining costs remained ostensibly unchanged as the majority of the costs relating to the wall failure were capitalised. The mining plan for the Siou pit was not affected, however, and guidance for Boungou (at the time) was left unchanged at 220–240koz at an AISC of US$470–510/oz.
A summary of SEMAFO’s production guidance for FY20 is as follows:
Exhibit 1: SEMAFO FY20 production and cost guidance
|
Mana |
Boungou (Feb-Apr) |
Boungou (May-Dec) |
Boungou (total) |
Group total |
Production (koz) |
185–205 |
42–46 |
88–104 |
130–150 |
315–355 |
AISC (US$/oz) |
*1,050–1,120 |
530–560 |
745–795 |
680–725 |
895–960 |
Source: SEMAFO. *Including mine development.
From FY21 onwards, Mana’s AISC is targeted at less than US$850/oz for the remaining four to five years of its formal life. Note that the figures in Exhibit 1 may be compared with Endeavour’s cost and production guidance for its assets in FY20 in Exhibit 12, below.
While Mana has only four to five years of formal life remaining, based on its reserves of 15.0Mt of ore, its additional 52.6Mt of resources have the potential to more than quadruple this. With a land position over 2,035km2 on the highly prospective Houndé gold belt, since November 1999 SEMAFO has completed more than 1,700,000m of drilling at Mana. In 2020, a US$2m budget has been established to follow up on targets identified by a geological review conducted by an external consultant in 2019. The majority of the 3,800m reverse circulation (RC) drill campaign will be carried out on three different areas around Siou. SEMAFO will also conduct an underground drill programme to test if mineralisation extends at depth below the existing underground mining plan.
The Bantou project includes Bantou Nord, Bantou and the Karankasso Zones (20% owned by Sarama), located some 170km south of Mana, also along the Houndé greenstone belt in Burkina Faso. A total of 1.2Moz gold were delineated by SEMAFO at Bantou in 2019 to add to the 0.7Moz added via the acquisition of Savary Gold's Karankasso properties. As of 31 December 2019, inferred mineral resources at Bantou amounted to 2.2Moz of gold and its initial 2020 exploration budget of US$4m is likely to increase as the exploration programme moves outside the existing zones and follows up promising intersections such as 14.6 g/t recorded over 21m at Tiébi.
Located 250km south-east of Ouagadougou, the Nabanga project lies within the Nabanga exploration permit, comprising a resource of almost 1.0Moz:
Exhibit 2: Nabanga resource
Category |
Tonnage (Mt) |
Grade (g/t) |
Contained gold (koz) |
Inferred |
3.4 |
7.7 |
841 |
Source: SEMAFO. Note: As at 31 December 2019.
On 30 September, SEMAFO announced the results of a preliminary economic assessment (PEA) at Nabanga. Highlights of the study were as follows:
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Life of mine production of 571,000oz gold at an AISC of US$760/oz by both open-pit and underground mining methods over a mine life of eight years
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Pre-tax NPV of US$147m and post-tax NPV of US$100m, using a US$1,300/oz gold price and a 5% discount rate
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Post-tax internal rate of return (IRR) of 22.6%
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Metallurgical recovery of 92%
■
Pre-production capital expenditure of US$84m, including a 20% contingency, and US$56m in life-of-mine sustaining capital
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Payback period: 4.4 years
In addition, opportunities exist to improve returns through an increase in resources and/or additional cost saving measures during and after mine development.
The Korhogo project comprises a 380km2 exploration permit in the northern region of Côte d’Ivoire on the Banfora greenstone belt, which also hosts the multi-million ounce Tongon and Banfora gold deposits.
A provision of US$1m was allocated to exploration on Korhogo in 2019 in order to conduct auger and trenching programs in the southern part of the permit.
A summary of SEMAFO’s geological assets compared with those of Endeavour is as follows:
Exhibit 3: SEMAFO and Endeavour gold resources and reserves
Asset |
Resource grade (g/t) |
Resource* (Moz) |
Reserve grade (g/t) |
Reserve* (Moz) |
Resources’ life of mine (years) |
Reserves’ life of mine (years) |
Ownership (%) |
Mana |
2.24 |
4,872 |
2.91 |
1,407 |
25.7 |
5.7 |
90 |
Boungou |
3.51 |
1,962 |
3.72 |
1,233 |
11.9 |
7.1 |
90 |
Nabanga |
7.69 |
841 |
N/A |
0.0 |
N/A |
N/A |
100 |
Bantou |
1.37 |
2,245 |
N/A |
0.0 |
N/A |
N/A |
100 |
SEMAFO total |
2.21 |
9,921 |
3.24 |
2,640 |
N/A |
N/A |
90–100 |
Endeavour total |
1.87 |
17,017 |
1.88 |
8,298 |
18.5 |
9.0 |
65–90 |
Grand total |
1.98 |
26,938 |
2.09 |
10,938 |
N/A |
N/A |
65–100 |
Source: Edison Investment Research, Endeavour Mining, SEMAFO. Note: *100% basis; resources stated inclusive of reserves. Totals may not add up owing to rounding.
Aside from Endeavour’s higher resource and reserve numbers in absolute terms, also notable within the context of the above summary is Endeavour’s higher average conversion of resources into reserves (to date).