02:13:40 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Thompson Creek Metals Company Inc
Symbol TCM
Shares Issued 222,782,042
Close 2016-10-19 C$ 0.64
Market Cap C$ 142,580,507
Recent Sedar Documents

Centerra Gold, Thompson Creek complete arrangement

2016-10-20 12:08 ET - News Release

See News Release (C-CG) Centerra Gold Inc

Mr. John Pearson of Centerra Gold reports

CENTERRA GOLD INC. AND THOMPSON CREEK METALS COMPANY INC. ANNOUNCE COMPLETION OF THE PLAN OF ARRANGEMENT CREATING A LEADING LOW COST GEOGRAPHICALLY DIVERSIFIED MID-TIER GOLD PRODUCER

Centerra Gold Inc. and Thompson Creek Metals Company Inc. have completed the plan of arrangement previously announced on July 5, 2016, pursuant to which Centerra acquired all of the issued and outstanding common shares of Thompson Creek.

Under the terms of the arrangement, all of the issued and outstanding common shares of Thompson Creek were acquired by Centerra in exchange for 0.0988 of a Centerra common share for each Thompson Creek common share. The common shares of Thompson Creek were then transferred to Centerra's newly formed wholly owned subsidiary, Centerra B.C. Holdings Inc. Centerra issued a total of 22,320,127 Centerra common shares to the former Thompson Creek shareholders, representing approximately 8 per cent of Centerra's issued and outstanding common shares following closing.

In connection with the closing of the arrangement, the governing indentures for all of Thompson Creek's outstanding secured and unsecured notes have been satisfied and discharged in accordance with their terms. More particularly, all of Thompson Creek's 7.375-per-cent senior notes due 2018 and 12.5-per-cent senior notes due 2019 have been redeemed, in accordance with the terms of their respective indentures, at redemption prices of 101.844 per cent and 106.250 per cent, respectively, of the principal amount redeemed, plus accrued and unpaid interest to Oct. 20, 2016, and Thompson Creek has delivered a notice of full redemption to the holders of Thompson Creek's 9.75-per-cent senior secured first-priority notes due 2017 providing for redemption on Dec. 1, 2016, at a redemption price of 100.000 per cent of the principal amount redeemed, plus accrued and unpaid interest to the redemption date.

Thompson Creek operates the world-class Mount Milligan mine in British Columbia, Canada, a premier low-cost asset with more than two additional decades of profitable production expected from the current reserve base.

Scott Perry, chief executive officer of Centerra, said: "With the completion of the acquisition of Thompson Creek, we have created a geographically diversified gold producer with a high-quality producing platform and a strong growth pipeline. The transaction diversifies Centerra's operating platform and adds low-risk production and cash flow from a very high-quality, long-lived asset in Mount Milligan and creates a leading low-cost, mid-tier gold producer. The acquisition establishes an operating base in Canada -- one of the lowest-risk mining jurisdictions in the world -- which will complement our Canadian-based Greenstone project and provide for further flexibility to expand into the Americas and adds to our existing high-quality growth project pipeline (Oksut in Turkey, Gatsuurt in Mongolia and Greenstone in Canada). Combining Centerra's robust balance sheet and the significant positive cash flow generation from our low-cost Kumtor mine with the positive cash flow from Thompson Creek's Mount Milligan mine will ensure Centerra is well positioned for the future."

In connection with the arrangement, Jacques Perron, the president, chief executive officer and a director of Thompson Creek prior to the arrangement, has joined the board of directors of Centerra, effective immediately.

Centerra intends to cause the Thompson Creek common shares to cease to be listed on the Toronto Stock Exchange, to be removed from the OTCQX and to be deregistered under the Securities Exchange Act of 1934, as amended. Centerra also intends to cause Thompson Creek to submit an application to cease to be a reporting issuer and to otherwise terminate Thompson Creek's public reporting requirements as soon as possible.

Registered Thompson Creek shareholders should send their completed and executed letters of transmittal and Thompson Creek share certificates to the depositary, CST Trust Company, in order to receive the consideration to which they are entitled to under the arrangement. A copy of the letter of transmittal is available under Thompson Creek's profile on SEDAR.

Royal Gold amendment

As previously announced, RGLD Gold AG's (Royal Gold Inc.'s subsidiary) streaming interest at the Thompson Creek Mount Milligan mine has been amended concurrent with closing of the arrangement. Under the terms of the amendment, Royal Gold's 52.25-per-cent gold stream at Mount Milligan has been converted to a 35-per-cent gold stream and 18.75-per-cent copper stream. Royal Gold will continue to pay $435 (U.S.) per ounce of gold delivered and will pay 15 per cent of the spot price per metric tonne of copper delivered.

In conjunction with the amendment, Royal Gold's first-ranking security over 52.25 per cent of gold produced from the Mount Milligan assets has been amended to provide for first-ranking security over 35 per cent of produced gold and 18.75 per cent of produced copper. Royal Gold's other existing security over the Mount Milligan assets remains unaffected.

A copy of the amendment between Royal Gold and Thompson Creek will be filed under Centerra's profile on SEDAR.

Credit facility

Concurrent with closing the arrangement, Centerra B.C. Holdings, a direct wholly owned subsidiary of Centerra, entered into a credit agreement with Bank of Nova Scotia as administrative agent and lead arranger and Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce, HSBC Bank Canada, ING Capital LLC, National Bank of Canada, Toronto-Dominion Bank, Societe Generale and Export Development Canada,as lenders, providing for a $250-million (U.S.) senior secured non-revolving term credit facility and a $75-million (U.S.) senior secured revolving term credit facility. Part of the credit facility was used by Centerra to finance the note discharge and redemption.

Centerra B.C. Holdings' obligations under the credit facility are guaranteed by Thompson Creek and certain of Thompson Creek's material subsidiaries. In addition, Bank of Nova Scotia, as agent for the lenders, has been granted a security interest over substantially all of the properties and assets of Thompson Creek and its material subsidiaries, as well as the shares of Thompson Creek and Thompson Creek's material subsidiaries.

A copy of the credit agreement will be filed under Centerra's profile on SEDAR.

Conversion of subscription receipts

In connection with the completion of the arrangement, the net proceeds from Centerra's public offering of subscription receipts were released from escrow, and Centerra used a portion of the net proceeds to finance the note discharge and redemption. In addition, each outstanding subscription receipt was exchanged into one common share of Centerra, resulting in the issuance of an additional 26,599,500 common shares of Centerra. Holders of subscription receipts at the time of such exchange will receive a dividend equivalent payment equal to four cents per subscription receipt held. Trading in the subscription receipts will be halted on the TSX and the newly issued common shares of Centerra will begin trading on the TSX on Oct. 20, 2016. Newly issued common shares of Centerra will be delivered electronically to holders.

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