Mr. Stephen Letwin of Iamgold reports
IAMGOLD EXPANDS GOLD PRODUCTION PIPELINE IN CANADA WITH ACQUISITION OF TRELAWNEY
Iamgold Corp. and Trelawney Mining and Exploration
Inc. have
entered into a definitive agreement whereby Iamgold
will acquire, through a plan of arrangement, all of the issued and
outstanding common shares of Trelawney. Trelawney is a Canadian junior
mining and exploration company, focused on the development of the Cote
Lake deposit located adjacent to the Swayze greenstone belt in Northern
Ontario.
Under the terms of the agreement, each Trelawney shareholder will
receive $3.30 in cash for each Trelawney share held. The transaction
price represents a 36.6-per-cent premium based on Trelawney's 20-day volume-weighted average price (VWAP) for the period ending April 26, 2012.
"The acquisition of Trelawney creates a larger and more geographically
balanced portfolio of long-life gold assets for Iamgold. This
transaction provides an accretive return on invested capital as we are
effectively redeploying the cash proceeds from the sale of non-core
assets last year into a Canadian gold project that significantly
strengthens our future gold production profile. This is consistent with
our strategy to invest in development projects that we own and operate
so we can derive maximum benefit from leveraging our operational and
development expertise. Trelawney is an excellent strategic fit with our
existing Canadian portfolio and we look forward to advancing this
promising property," stated Stephen Letwin, president and chief
executive officer of Iamgold.
Trelawney's president and chief executive officer Greg Gibson said:
"Over the past three years the Trelawney team has done a tremendous
job in advancing the Cote Lake project to its current status. I want to
take this opportunity to thank all Trelawney employees for their
contributions to the discovery and advancement of Cote Lake into a
world-class gold deposit. I am very proud of our success and the
exceptional value that it has created for our shareholders. This
acquisition will reward our shareholders with a significant premium
that reflects this success."
Transaction highlights
- Offers Trelawney shareholders an immediate and attractive premium;
- Large National Instrument 43-101 resource open along strike and at depth;
- Indicated resource of 930,000 ounces of contained gold;
- Inferred resource of 5.94 million ounces of contained gold;
- Increases Iamgold's inferred resources by 95 per cent and measured and indicated
resources by 5 per cent;
- Attractive location in Northern Ontario's highly prospective gold-producing region;
- Expands geographic footprint in one of the world's friendliest mining
jurisdictions;
- Provides a more geographically balanced portfolio, where Canada will
account for 35 per cent of the resource base compared with preacquisition of 18 per cent;
- Significant exploration/expansion potential near current resource;
- Large 516-square-kilometre land package;
- Step-out drilling continuing to expand mineralization;
- Financial strength;
- Iamgold and Trelawney with strong balance sheets with minimal debt;
- Timing of the potential development allowing project to be financed from
internal cash flow and available credit facilities;
- Aligned with strategy to continue growing dividend payout;
- All-cash transaction provides significant gold resource leverage with no
dilution to Iamgold shareholders.
Trelawney's main asset is the advanced exploration Cote Lake project
located in Ontario, Canada. On Feb. 24, 2012, Trelawney announced
an updated mineral resource estimate for Cote Lake, comprising 35
million tonnes at 0.82 gram per tonne (g/t) gold for 930,000 ounces of indicated
resources and 204 million tonnes at 0.91 g/t gold for 5.94 million
ounces of inferred resources. Mineralization at Cote Lake has been
intersected over a strike length of 1,200 metres, a horizontal width of
100 to 300 metres and a depth extent of more than 500 metres.
Gordon Stothart, executive vice-president and chief operating officer of
Iamgold, stated: "This project has the potential to become a large bulk-tonnage operation, with significant economies of scale at competitive
cash costs. I'm excited to have this asset as part of our portfolio.
We believe the project has the potential and scale to significantly
contribute to our future production and growth profile."
Terms of the transaction
- For each common share of Trelawney, Iamgold will pay $3.30 in cash.
- The fully diluted in-the-money value of the transaction is approximately
$608-million with an enterprise value of $505-million net of cash.
- The transaction represents a 36.6-per-cent premium based on Trelawney's 20-day VWAP for the
period ending April 26, 2012.
- Completion of the transaction is subject to customary conditions,
including court approvals, a favourable vote of at least 66-2/3rds per cent of the
holders of Trelawney common shares voted at a special meeting of
shareholders and the receipt of all necessary regulatory approvals.
- The definitive agreement includes a non-solicitation clause, right to
match covenants and provides for the payment of a $21-million break fee
to Iamgold under certain circumstances.
- The transaction will be carried out via a plan of arrangement. Assuming
Trelawney shareholders approve the transaction at the special meeting
and final court approvals are obtained, the transaction is expected to
close by the end of June.
- Shares held by Iamgold and shareholders who have agreed to voting
arrangements, including management and the board of directors,
represent approximately 13.3 per cent of the current shares outstanding.
Board recommendations
The transaction has been approved by the board of directors of Iamgold
and the board of directors of Trelawney following the unanimous
recommendation of a special committee comprising independent Trelawney
directors. The board of directors of Trelawney recommends that holders
of Trelawney shares vote in favour of the transaction. RBC Capital
Markets has provided an opinion to the Trelawney board of directors
that the consideration to be received by Trelawney shareholders under
the transaction is fair, from a financial point of view, to the
Trelawney shareholders.
Advisers
Iamgold's financial adviser is GMP Securities LP and its legal adviser
is Fasken Martineau DuMoulin LLP.
Trelawney's financial adviser is RBC Capital Markets and its legal
adviser is Stikeman Elliott LLP.
Conference call and webcast
Iamgold will hold a conference call and webcast to discuss the proposed
acquisition on Friday, April 27, 2012, at 8:30 a.m. (Eastern Standard Time). A webcast of the conference call will be available through the
company's website.
Conference call information:
North America toll-free: 1-866-206-0240
International number: 1-646-216-7111
Pass code: 34099898 followed by the number sign
A live and archived webcast will be available at Iamgold's website.
Iamgold and Trelawney shareholders and other interested parties are
advised to read the materials relating to the proposed transaction that
will be filed with securities regulatory authorities in Canada when
they become available. Anyone may obtain copies of these documents
when available free of charge at the Canadian securities
administrators' website at SEDAR.
A replay of this conference call will be available from April 27, 2012, to May
27, 2012. Access this replay by dialling:
North America toll-free: 1-866-206-0173
International number:
1-646-216-7204
Pass code: 272107 followed by the number sign
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