The sale of the Bogoso Prestea Mine could be described in my opinion as simply a deception to the Ghana Government and an attempt by Golden Star Resources (GSR) to relegate financial liabilities to the country while benefitting from the gold resource elsewhere in the country.
Recent observations and investigation indicate the Bogoso Prestea mine could be in serious crisis much sooner than predicted with the resultant tendency of the mine shutting down due to poor or lack of due diligence by the relevant stakeholders before its sale to the new owners.
As it stands, only a stitch in time now could save the mine. We recall the opaque and doubtful manner through which the Bogoso Prestea Mine was sold by GSR to Future Global Resources (FGR) on September 30, 2020 as published in the press release in July 27, 2020 also by GSR. The publication highlighted Blue International Holdings as FGR’s principal shareholder which also is the largest investor in Joule Africa Limited.
Six months post sale announcement, the Prestea- Bogoso mine, its workers and Ghanaians a large have still not seen or observed any major capital investment by FGR and Blue International Holdings to change the fortunes of the Bogoso Prestea mine.
In view of the above, I became curious and set out to understand some few things by finding out what exactly is the financial strength of FGR, Blue International Holdings and its subsidiary, Joule Africa Limited.
This has become necessary because as a youth within the community, we have become even more worried over the mine which word has it that is about to collapse on grounds that the new owners not only lack the requisite skills or track record but rumor has it that they do not have the financial capability to invest in the mine.
It is important to note that, Bogoso Prestea Mine has the largest concession in Ghana, had a published liability of US$53million and required some working capital injection of some $24million.
Should this mine collapse today the effects on the local economy will be huge and am sure I don’t have to remind any of us of what become of Obuase township when AngloGold Ashanti was placed under care and maintenance.
The above and many reasons including the likely high employment with the local economy dying is what worries me and gives me a sleepless night, forcing me to go out there in search of the truth and the true stat of the mining firm.
Below is what I found concerning FGR and its allied companies;
Future Global Resources is a private company and was incorporated in the United Kingdom on December 30, 2019. Prior to the purchase of Bogoso Prestea Mine, the company had no public information on its financial status to demonstrate the resolve to purchase and develop a mine. Interestingly, FGR paid not a single dollar to GSR to acquire and control the mine from October 1, 2020. As of February 2021 (five months post-sale period), FGR had no public information on its financial strength and had not made any financial commitment for the mine revamp but had been gaining from the meagre proceeds of the operation. In March 2021, FGR now published some US$663,067 as revenue in a financial statement that appeared in a D&B Business Directory entry (FUTURE GLOBAL RESOURCES LIMITED Company Profile | LONDON, United Kingdom | Competitors, Financials & Contacts – Dun & Bradstreet (dnb.com) possibly following the gains made in the five months of operating in Ghana.
About Blue International (blueinternational.com)
Blue International Holdings is a Private Limited Company incorporated in the United Kingdom on 24 February 2017. Filings of Blue International available to the public indicate the company does not have the financial capability to run a major mine in Ghana. The company was worth US$ 136.4 as at July 27, 2020 same day the initial sale binding agreement announcement was made and is worth US$ 666.9 as at March 18, 2021 (BLUE INTERNATIONAL HOLDINGS LIMITED – Filing history (free information from Companies House) (company-information.service.gov.uk). No further financial history is available on Blue International Holdings to the public.
About Joule Africa (jouleafrica.com)
In the sale publication by GSR on October 1, 2020, Mr. Andrew Wray CEO of GSR narrated that Blue International Holdings is the largest investor in Joule Africa Limited, a renewable power generating company. Our research indicate Joule Africa is indeed into two energy projects – Bumbunaa Phase II and Kpep in Sierra Leone and Cameroun respectively. In December 2017, Joule Africa through its local company (Seli Hydropower) in Sierra Leone had a 25-year Private Partnership Agreement (PPA) with the Government of Sierra Leone to build and operate a 143MW hydropower dam for the northern part of the country. Beyond the PPA, Joule Africa managed to secure a US$4.9 million development grant from the Development Bank of Southern Africa (DBSA) for the project and the money is currently being used to fund the project. In Cameroon, Joule Africa again signed a PPA with the Government in 2017. Following the PPA in the same 2017, Joule Africa sold a 20% equity stake to a Chinese partner, WIETC, whose funding was used to assist in completing the first stage feasibility studies. Joule Africa then secured US$500,000 grant from PIDG Technical Assistance Facility to undertake a full internationally-compliant environmental and social impact assessment (ESIA) – Mark Green, Co-founder of Joule Africa on November 13, 2019 comments – “Following completion of the first phase of feasibility studies for Kpep, its 283MW hydropower project in Cameroon, Joule Africa is pleased to have received a US$500,000 grant, to help finance the final stage of feasibility studies, including part of the Environmental & Social Impact Assessment (ESIA). The grant has been provided by the Private Infrastructure Development Group’s (PIDG) Technical Assistance Facility (TAF) which has previously provided support for Joule Africa’s 143MW hydropower project in Sierra Leone.”
Thus, Joule Africa has no major financial investment capability commensurate with major multinational mining in Ghana as alluded to in the Bogoso Prestea Mine sale publication by GSR.
GSRs Financial Arrangement with FGR (GSR.com)
One would wonder if FGR, Blue International and Joule Africa could handle the financial arrangements made during the sale and indeed run the mine based on the financial strength of FGR, Blue International and/or Joule Africa. A deceptive financial arrangement between GSR and FGR may have been published. FGR took over all the assets and liabilities (US$53 million rehabilitation and required US$24 million working capital) of the Bogoso-Prestea subsidiary of GSR when indeed the combined project worth of FGRs parent company (Blue International) and its subsidiary (Joule Africa) is only some US$6million. With this background knowledge, GSR agreed with no initial payments by FGR to acquire and control the mine and deferred all payments with the considerations as below;
- $5 million of cash is payable on the earlier of (i) the date at which FGR puts in place a new reclamation bond with the Environmental Protection Agency, or (ii) March 30, 2021;
- $10 million of cash is payable on July 31, 2021; and
- $15 million of cash is payable on July 31, 2023.
- contingent payment of up to $40 million for extraction of Sulphide ore.
This arrangement is bizarre and is clearly meant to enable GSR remove Bogoso Prestea mine and its liabilities from their books while FGR is to organically generate all capital requirements from the operations to pay debts without any external capital inflow to revamp the mine and cater for its liabilities, and if not possible to run the mine, take the alternative exit of liquidation. Readers may recall Lamacha Investment Group who now control GSR took over Bogoso-Prestea and Wassa Mines when Wassa Mine was making profits and Bogoso-Prestea making marginal loses. The grand plan of Lamancha and hence GSR from 2018 therefore was not to develop the Bogoso-Prestea mine alongside the Wassa Mine profits but to relegate the loses of Bogoso-Prestea to another company and concentrate on the profits at its Wassa Mine. This business deal is very unethical and alien to the Ghanaian Mining Industry.
GSR Financials Summary 2018-2020 (source gsr.com)
In 2018, GSR produced 224,784 ounces of gold with cash operating costs of $847 per once, and an all-in sustaining cost per ounce of $1,107 resulting in a cash position of US$96.5million as at December 31, 2018. In 2019, GSR produced 204,200 ounces and had cash position of $53.4m at December 31, 2019. As at June 30, 2020 prior to the sale of Bogoso-Prestea Mine, GSR had cash and cash equivalent of US$45 million indicating a positive cashflow and better financial standing. Further, as at December 31, 2020, GSR had cash and cash equivalent of US$60.8 million and was in better business standing. The cashflow of GSR from 2018- June 2020 did not demonstrate an extensive business stress that required the sale of the Bogoso Prestea Mine. By the sale however, GSR achieved its self-serving goal of making quick gains and maximizing profit at the expense of developing Bogoso Prestea mine for the future.
The Future of the Bogoso Prestea Mine
To repeat myself, Bogoso Prestea Mine has the largest concession in Ghana, had a published liability of US$53million and required some working capital injection of some US$24million. Ironically, the mine was not sold to any major world-class mining company with the financial muscle but rather to a novice firm – FGR- who has a principal Blue International, with no good financial capability commensurate with the requirements of the mining sector in Ghana. FGR could only boast of an energy arm having PPA agreements with African Governments for managing hydropower with only a total of some US$6million grant as funding for the two projects it has. How is such a company expected to turn around a major mine, sustain jobs and aid in community developments? There is much uncertainty for the continuity of the Bogoso Prestea Mine operation in the immediate future. Numerous questions border the minds of Ghanaians on the occurrences at Bogoso Prestea Mine;
- Is it not interesting that GSR operating at positive cashflow of US$53.4million (December 2019) and US$45million (June 30,2020) handed over the Bogoso Prestea Mine and its US$53million rehabilitation liability to a novice 10-month-old mining firm which is private and has no available capital to revamp the Mine? The available published worth of FGR, Blue International and Joule Africa is some US$5.4 million grant for Joule Africa project and US$663,067 annual revenue of FGR.
- Is it really not the case that GSR is cunningly escaping the liabilities to concentrate on profit maximization at the Wassa Mine?
- Couldn’t GSR have had a long-term plan for the Bogoso Prestea operation rather than selling it to a potentially incapable firm that is worse off in terms of capital might compared to GSR?
- Did GSR intend to liquidate Bogoso Prestea operations but needed to use an alternative approach that gives them a zero cost and zero reputational hit?
- Why didn’t GSR offer these same purchase terms to any of the big mining firms – Newmont, Goldfields, AngloGold already in Ghana?
- Is there something else on the books that is not publicly known for which reason the aforementioned option was avoided?
- How could GSR be comfortable in selling a mine at a zero immediate return but with deferred payment arrangements?
- Did GSR really form FGR as a special purpose vehicle, SPV to escape the Bogoso Prestea liabilities?
Hundreds of questions remain unanswered but based on our investigations and research findings, GSR has better capacity to revamp Bogoso Prestea mine than the FGR team that purports to be independent of GSR. The only reason for such an unethical business arrangement by the two companies is to engineer an escape route for debt obligations. There are also rumors of various debts including debts to government agencies left by GSR for FGR to manage for which probing will be required.
Ghanaian leaders must arise and save the mine and the livelihood it provides for the community and the nation’s economy as a whole, and to proactively avert the potential shocking liquidation that could make the community worse off. FGR has as at March 2021 not invested any major capital in the mine and hence could liquidate following any business stress without losing anything thereby reverting the cost of both inherited environmental liabilities and working capital liabilities created following the takeover of operation, to the Government of Ghana. Only a stitch in time now can save the mine and ensure Ghana does not bear the liabilities of foreign investors.
GSR acquired Bogoso Prestea Mine in 1999. In 2002, the Bogoso Mine made very good profit and purchased the Satellite Gold Mine at Wassa Akyempim, which was renamed as Wexford and later named Golden Star Wassa Limited. GSR then operated these two major mines (Wassa Mine and Bogoso Mine) in Ghana. The two mines operated concurrently with support to each other in the areas of finance and labour. On the record, Bogoso Prestea Mine had supported Wassa Mine between 2014-2016 when it was in negative cash flow until 2018 when the Wassa production experienced positive cash flow. During the third quarter of 2018, Lamancha Investment Group bought majority shares of GSR. The chronology of events following Lamancha Investment Groups purchase of majority shares of GSR is as below;
- In August 2018, La Mancha purchased a 30% share of GSR amounting to US$125.7million – declaring this was a strategic plan to revamp Prestea Underground Mine and to help accelerate the development of the Wassa Mine (La Mancha announces the investment of US$125.7million in Golden Star Resources and the creation of a strategic partnership). Wassa Mine was making profit and Bogoso-Prestea mine making losses at the time of the share acquisition. Andrew Wray, CEO of La Mancha stated: “We have worked closely with Golden Star to understand the potential of its asset base and to agree this transaction, which will help to unlock the value of the world-class Wassa and Prestea ore bodies through accelerated exploration and resource definition drilling and the injection of development capital to fast-track the expansion of high-margin production at both operations
- Beyond this announcement in August 2018, in excess of 80% of the capital investment was injected into expanding Wassa Mine while Bogoso-Prestea Mine’s improvement was hampered
- From August 2018 to June 2019, La Mancha – as the major shareholder of GSR – made significant changes to the GSR management team; replacing the CEO, COO and other management team members, primarily with La Mancha’s team.
- October 2019, GSR announces the relocation of its corporate office from Toronto, Canada, to London, United Kingdom.
- December 2019, Future Global Resources (FGR) was incorporated in the United Kingdom
- In July 2020, GSR proceeds to announce binding agreement with FGR for the sale of Bogoso-Prestea Mine and concluded the sale deal with the sector minister’s approval on the final day of the sale closing on 30th September 2020.
- In their 2020 Q3 report, GSR then published that: ‘The Bogoso-Prestea disposal removed US$24m of negative working capital and a $53m rehabilitation provision from the company’s balance sheet. With the cash generation from Wassa no longer encumbered by losses at Bogoso-Prestea, the infill drilling of the Wassa underground ore body and exploration of the wider license areas are expected to be accelerated in 2021.
- October 1, 2020, FGR takes over and control Bogoso Prestea operations.
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