All amounts are expressed in Canadian dollars, unless otherwise
indicated
TSX: IMG NYSE: IAG
TORONTO, April 27, 2012 /CNW/ - IAMGOLD Corporation (TSX: IMG) (NYSE:
IAG) ("IAMGOLD" or "the Company") and Trelawney Mining and Exploration
Inc. (TSX Venture:TRR)("Trelawney") today announced that they have
entered into a definitive agreement (the "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 Côté
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% 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 Côté 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 Côté 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 NI 43-101 resource open along strike and at depth
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Indicated resource of 0.93 million ounces of contained gold1
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Inferred resource of 5.94 million ounces of contained gold1
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Increases IAMGOLD's inferred resources by 95% and measured and indicated
resources by 5%
-
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% of the resource base compared to 18% pre-acquisition2
-
Significant exploration/expansion potential near current resource
-
Large 516km2 land package
-
Step-out drilling continues to expand mineralization
-
Financial strength
-
IAMGOLD and Trelawney have strong balance sheets with minimal debt
-
Timing of the potential development allows project to be funded 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 Côté Lake Project,
located in Ontario, Canada. On February 24, 2012, Trelawney announced
an updated mineral resource estimate for Côté Lake, comprising 35
million tonnes at 0.82 g/t gold for 0.93 million ounces of indicated
resources and 204 million tonnes at 0.91 g/t gold for 5.94 million
ounces of inferred resources. Mineralization at Côté Lake has been
intersected over a strike length of 1,200 metres, a horizontal width of
100 - 300 metres and a depth extent of more than 500 metres1.
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.
-
Represents a 36.6% 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 66⅔% 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% 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.
Advisors
IAMGOLD's financial advisor is GMP Securities L.P. and its legal advisor
is Fasken Martineau DuMoulin LLP.
Trelawney's financial advisor is RBC Capital Markets and its legal
advisor 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 Daylight
Time). A webcast of the conference call will be available through the
Company's website - www.iamgold.com.
Conference Call Information: North America Toll-Free: 1-866-206-0240 or
International number: 1-646-216-7111, passcode: 34099898#.
A live and archived webcast will be available at IAMGOLD's website at www.iamgold.com.
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 www.sedar.com.
A replay of this conference call will be available from April 27 to May
27 2012. Access this replay by dialing: North America toll-free:
1-866-206-0173 or International number: 1-646-216-7204, passcode:
272107#.
Footnotes
1 Trelawney mineral resource on a 100% basis, based on current mineral
resource estimate. Refer below for complete reference to the Technical
Report.
2 Measured and indicated resources and inferred resources for IAMGOLD are
based on IAMGOLD's attributable share. Attributable mineral resources
for Trelawney are included at 92.5%. See footnote 1 above for the
mineral resource technical report reference.
Qualified Persons
Geoffrey Chinn P.Geo., Manager Resource Geology of IAMGOLD and David
Beilhartz P.Geo, Vice-President Exploration of Trelawney, both
Qualified Persons as defined under National Instrument 43-101, have
reviewed and approved this disclosure having current knowledge of the
project.
Scientific and Technical Disclosure
For complete disclosure of the Trelawney mineral resource estimate refer
to the Technical Report on the Côté Lake Resource Update, Chester
Property, Ontario, Canada reported in accordance with National
Instrument 43-101 requirements, signed by W. Roscoe and B. Cook, Roscoe
Postle Associates Inc., effective February 24, 2012.
Resource and reserve estimates in accordance with the CIM definitions.
Investors are cautioned that mineral resources are not mineral reserves
and do not have demonstrated economic viability.
Forward Looking Statement
This news release contains forward-looking statements. All statements,
other than of historical fact, that address activities, events or
developments that the Company or Trelawney believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding the expected benefits of acquiring
Trelawney, expected, estimated or planned gold and niobium production,
cash costs, margin expansion, capital expenditures and exploration expenditures and statements regarding the estimation
of mineral resources, exploration results, potential mineralization,
potential mineral resources and mineral reserves) are forward-looking
statements. Forward-looking statements are generally identifiable by
use of the words "may", "will", "should", "continue", "expect",
"anticipate", "estimate", "believe", "intend", "plan" or "project" or
the negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's and Trelawney's ability to control or predict, that may cause
the actual results of the Company or Trelawney to differ materially
from those discussed in the forward-looking statements. In respect of
the Company, factors that could cause actual results or events to
differ materially from current expectations include, among other
things, without limitation, failure to complete the acquisition of
Trelawney or the failure to realize the benefits of such acquisition,
to meet expected, estimated or planned gold and niobium production,
cash costs, margin expansion, capital expenditures and exploration
expenditures and failure to establish estimated mineral resources, the
possibility that future exploration results will not be consistent with
the Company's expectations, changes in world gold markets and other
risks disclosed in IAMGOLD's most recent Form 40-F/Annual Information
Form on file with the United States Securities and Exchange Commission
and Canadian provincial securities regulatory authorities. In respect
of Trelawney, factors that could cause actual results or events to
differ materially from current expectations include, among other
things, the timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral recovery
processes and other risks disclosed in Trelawney's filings with
Canadian provincial regulatory authorities. Any forward-looking
statement speaks only as of the date on which it is made and, except as
may be required by applicable securities laws, the Company and
Trelawney disclaims any intent or obligation to update any
forward-looking statement.
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission limits disclosure for U.S. reporting purposes to
mineral deposits that a company can economically and legally extract or
produce. IAMGOLD uses certain terms in this presentation, such as
"measured," "indicated," or "inferred," which may not be consistent
with the reserve definitions established by the SEC. U.S. investors
are urged to consider closely the disclosure in the IAMGOLD Annual
Reports on Forms 40-F. You can review and obtain copies of these
filings from the SEC's website at http://www.sec.gov/edgar.shtml or by contacting the Investor Relations department.
About IAMGOLD
IAMGOLD (www.iamgold.com) is a leading mid-tier gold mining company producing approximately one
million ounces annually from five gold mines (including current joint
ventures) on three continents. In the Canadian province of Québec, the
Company also operates Niobec Inc., which produces more than 4.5 million
kilograms of niobium annually, and owns a rare earth element resource
close to its niobium mine. IAMGOLD is uniquely positioned with a strong
financial position and extensive management and operational expertise.
To grow from this strong base, IAMGOLD has a pipeline of development
and exploration projects and continues to assess accretive acquisition
opportunities. IAMGOLD's growth plans are strategically focused in
certain regions in Canada, select countries in South America and
Africa.
About Trelawney
Trelawney is a Canadian junior mining and exploration company with a
growth-oriented strategy focused on expanding its gold resources and
developing its Canadian mineral properties. The company's current focus
is directed towards the development and continued exploration of its
Côté Lake Project, located in Northern Ontario.
Neither the TSX Venture Exchange nor its Regulation Services Provider
accepts responsibility for the adequacy or accuracy of this news
release.
Please note:
This entire news release may be accessed via fax, e-mail, IAMGOLD's
website at www.iamgold.com and through CNW Group's website at www.newswire.ca. All material information on IAMGOLD can be found at www.sedar.com or at www.sec.gov.
Si vous désirez obtenir la version française de ce communiqué, veuillez
consulter le http://www.iamgold.com/French/Home/default.aspx.
<p> </p> <p> <b>Bob Tait, </b>VP Investor Relations, IAMGOLD Corporation<br/> Tel: (416) 360-4743 Mobile: (647) 403-5520 </p> <p> <b>Laura Young</b>, Director, Investor Relations, IAMGOLD Corporation<br/> Tel: (416) 933-4952 Mobile: (416) 670-3815 </p> <p> Toll-free: 1-888-464-9999 Email: <a href="mailto:info@iamgold.com">info@iamgold.com</a> </p> <p> <b>Dave Reid</b>,<b> </b>VP Investor Relations, Trelawney Mining and Exploration Inc.<br/> Tel: (416) 363-8567 Ext. 104 Mobile: (705) 254-8303 Email: <a href="mailto:info@trelawneymining.com">info@trelawneymining.com</a> </p>