ASX Announcement

14 January 2019


Beadell Resources Limited (Beadell or Company) provides an update on the Great Panther Silver Limited (Great Panther) US$5 million non-revolving term loan (Loan) announced 7 December 2018. As part of the loan agreement, Great Panther has a right to prepayment of any outstanding principal balance of the Loan from the proceeds of PIS (Programas de Integração Social e de Formação do Patrimônio do Servidor Público) and COFINS (Contribuição para o Financiamento da Seguridade Social) tax refunds. Receipt of BRL$37.9 million (~US$10.3 million) of CONFINS was announced on 10 January 2019 and Great Panther has agreed to accept partial repayment of US$3 million of the principal loan amount, plus interest and fees accrued to date, and to extend the maturity date of the remaining US$2 million to 18 March 2019 in order to provide Beadell with additional funds for general working capital and operating requirements. The maturity date of the Loan falls after the meetings of Great Panther and Beadell shareholders to approve the acquisition of Beadell by Great Panther.

Dr Nicole Adshead-Bell, CEO & Managing Director of Beadell, stated: “The Board and I would like to thank Great Panther for their continued financial support, which has been expressed through agreeing to receive partial repayment of US$3 million and extension of the remaining loan amount of US$2 million to 18 March 2019. This continues to demonstrate Great Panther‘s commitment to Tucano and Beadell shareholders as we advance towards completing the scheme of arrangement in early 2019 resulting in a transaction that will benefit both companies‘ shareholders.”


Beadell operates the Tucano Gold Mine in mining-friendly Amapá State, northern Brazil. Tucano occurs within 2,500 km2 of 100%-owned, highly prospective and under-explored ‘Birimian age‘ greenstone terrane. The recently upgraded Tucano plant can process approximately 3.5 million tonnes per year of oxide-sulphide ore feed in a wide range of blends. There is a pregnant pipeline of high potential in-mine and near-mine prospects, anchored by several high-grade gold drill intervals over several metres, that are the near-term opportunity to improve the head grade and prolong the mine life.


On 24 September 2018, Great Panther and Beadell announced they had entered into a Scheme Implementation Deed, whereby Great Panther will acquire all of the issued ordinary shares of Beadell by means of a Beadell scheme of arrangement (Scheme) under the Australian Corporations Act 2001. Under the terms of the Scheme, Beadell shareholders will receive 0.0619 common shares of Great Panther, representing a 69% premium to Beadell‘s volume-weighted average share price for the twenty trading days preceding the announcement. Upon completion of the transaction Beadell shareholders are expected to own approximately 38% of the combined company.

Beadell released the Scheme Booklet on 21 December 2018 and the Scheme Meeting will be held at 10:00am (Perth time) 12 February 2019 with the second court date to approve the scheme on 15 February 2019. Great Panther filed its Management Information Circular in respect of the acquisition of Beadell on its website aton its SEDAR profile atand on its EDGAR profile at on 7 January 2019. A Special Meeting of shareholders of Great Panther to vote on the acquisition of Beadell is scheduled for 9:00 a.m. (Vancouver time) on 11 February 2019.

Key highlights of the transaction include:

  • • The creation of a new emerging and growth-oriented precious metals producer with numerous high-value, low risk organic growth opportunities with potential to drive further production increases;

  • • Strong balance sheet;

  • • Robust growth profile;

  • • Geographic diversity;

  • • Diverse asset portfolio including three producing mines, an advanced stage project, and significant exploration potential;

  • • Reduction in corporate G&A per gold-equivalent ounce; and

  • • Attractive re-rating potential.

The directors of Beadell unanimously recommend that shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the independent expert opining that the Scheme is in the best interests of shareholders and have provided support agreements confirming that they will vote the shares they own or control in favour of the Scheme, subject to the same conditions. Shareholders holding in aggregate 18.06% of Beadell agreed to vote in favour of the Scheme, in the absence of a superior proposal and not to dispose of their Beadell shares, except in respect of a superior proposal. Those shareholders include funds associated with Equinox Partners holding 9.84%, Donald Smith & Co. holding 7.15%, other smaller shareholders, directors and management.




Nicole Adshead-Bell | CEO & Managing Director

Greg Barrett | CFO & Company Secretary

Graham Donahue | Head of Corp. Development

T +61 8 9429 0800

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Beadell Resources Limited published this content on 14 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 January 2019 23:13:05 UTC