08:25:34 EST Sat 08 Nov 2025
Enter Symbol
or Name
USA
CA



Claude Resources Inc
Symbol CRJ
Shares Issued 164,150,231
Close 2011-10-25 C$ 2.00
Market Cap C$ 328,300,462
Recent Sedar Documents

Claude to acquire all remaining St. Eugene shares

2011-10-25 20:01 ET - News Release

Also News Release (C-SEM) St Eugene Mining Corp

Mr. Rick Johnson of Claude Resources reports

CLAUDE RESOURCES INC. TO ACQUIRE ST. EUGENE MINING CORPORATION LIMITED

Claude Resources Inc. and St. Eugene Mining Corp. have entered into a definitive agreement pursuant to which Claude will acquire, by way of a court-approved plan of arrangement, all of the shares of St. Eugene that it does not already own. The consideration for the purchase of 100 per cent of the fully diluted in-the-money shares of St. Eugene is approximately $19-million plus Spinco (defined below), which will hold the Tartan Lake gold mine project.

The share consideration (defined below), based on the 20-day volume-weighted average price of the common shares of Claude on the Toronto Stock Exchange on Oct. 24, 2011, represents 14.5 cents per St. Eugene common share, a 28-per-cent premium to the 20-day volume-weighted average price of the common shares of St. Eugene on the TSX Venture Exchange on Oct. 24, 2011, and a 53-per-cent premium to the 20-day volume-weighted average price of the common shares of St. Eugene on the TSX-V on July 8, 2011, the last trading day prior to Claude's original approach to St. Eugene.

Under the terms of the transaction, each shareholder of St. Eugene will receive 0.0789 of a Claude share per St. Eugene share. Additionally, at closing, each St. Eugene shareholder will receive 0.25 of a common share of a newly formed, wholly owned subsidiary of St. Eugene in respect of each St. Eugene share. Spinco will be transferred St. Eugene's interest in the Tartan Lake gold mine project and approximately $800,000 in cash. Claude will maintain its pro rata stake in Spinco. In addition, Claude will reduce its existing net smelter return royalty on the Tartan Lake gold mine project from a sliding scale to 2 per cent. The net smelter return royalty can be repurchased at any time by Spinco for $1-million per each 1 per cent. It is anticipated that the current members of the board of directors of St. Eugene will sit as board members of Spinco.

The proposed transaction is the logical consolidation of the Amisk gold project. St. Eugene shareholders will benefit from a meaningful premium, the increased liquidity of their investment, exposure to the current gold price through production at the Seabee operation, and outstanding exploration upside on Claude's Seabee, Amisk and Madsen projects.

The Amisk gold project's independent NI 43-101 resource estimate (completed by SRK Consulting Inc. and released on Feb. 17, 2011) resulted in an indicated mineral resource of 921,000 gold equivalent ounces at 0.95 gram per tonne gold equivalent and an additional inferred mineral resource of 645,000 gold equivalent ounces at 0.7 g/t gold equivalent. If this transaction is approved, Claude's interest in the Amisk gold project will increase from 65 per cent to 100 per cent.

The special committee of St. Eugene comprising independent directors received a verbal opinion from its financial adviser that the consideration to be received by the St. Eugene shareholders is fair from a financial point of view to the shareholders of St. Eugene. The board of directors of St. Eugene has unanimously recommended the transaction. In addition, the directors and senior officers of St. Eugene holding a total 2 per cent and a shareholder holding approximately 9 per cent of the basic share capital of St. Eugene have entered into voting agreements with Claude. Combined with the shares that Claude already owns this represents 20 per cent in favour of the transaction. The transaction is subject to the affirmative vote of 66-2/3 per cent of St. Eugene's shareholders and is expected to close prior to Dec. 31, 2011.

The completion of the transaction is subject to customary closing conditions, including the receipt of any required regulatory approvals. In the event that the transaction is not completed, St. Eugene has agreed to pay Claude a termination fee of $800,000 under certain circumstances. St. Eugene has also provided Claude with certain other customary rights, including a right to match any competing offers.

Dundee Securities Ltd. has acted as financial adviser to Claude, and Primary Capital Inc. has acted as financial adviser to St. Eugene.

For the Amisk gold project, Philip Ng, PEng, senior vice-president, mining operations, and Brian Skanderbeg, PGeo, vice-president, exploration, both qualified persons, have reviewed and approved the contents of this news release.

For the Tartan Lake gold mine project, Tania Ilieva, PGeo, vice-president, exploration, a qualified person, has reviewed and approved the contents of this news release.

We seek Safe Harbor.

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