AuRico Gold to Acquire Northgate Minerals and Create A Leading Intermediate Gold Company

AuRico Gold to Acquire Northgate Minerals and Create A Leading Intermediate Gold Company

PR Newswire

Superior Production Growth with Fully Un-Hedged Precious Metals Exposure

TORONTO, Aug. 29, 2011 /PRNewswire/ – AuRico Gold Inc. (“AuRico”) (TSX:AUQ) (NYSE:AUQ) and Northgate Minerals Corporation (“Northgate”) (TSX:NGX) (NYSE-Amex:NXG) are pleased to announce that
they have entered into a definitive acquisition agreement (the
“Agreement”) to create a new leading intermediate gold producer. The
new company will have 5 operating gold mines, a sixth mine targeting
production in 2012 and 3 gold development projects in Mexico, Canada,
and Australia, three of the top global mining jurisdictions. The
combined company is completely unhedged and offers full exposure to
record gold and silver prices and an exceptional growth profile from
approximately 475,0001 gold equivalent (“Aue”) ounces2 this year to 730,000+3 Aue ounces in 2013 (growth of approximately 54%). All figures in
Canadian dollars, unless otherwise indicated.

Under the terms of the Agreement, AuRico will acquire all of the issued
and outstanding common shares of Northgate on the basis of 0.365 AuRico
common shares per Northgate common share. Based on both companies’
20-day volume weighted average prices on the Toronto Stock Exchange
(TSX) ending on August 26, 2011, the exchange ratio under the offer
represents a 45% premium to Northgate’s shareholders.

“The combination of AuRico and Northgate will immediately position the
combined company as a pre-eminent intermediate gold producer with peer
leading growth”, said Rene Marion, President and CEO of AuRico. “The
assets, projects and people in our two companies are highly
complementary and we are excited about the many opportunities ahead for
us to continue to deliver value to our shareholders.”

Richard Hall, President and CEO of Northgate, added “This transaction
gives Northgate shareholders a significant premium to market and an
exciting opportunity to participate in a leading intermediate gold
company. The Northgate team has worked hard to develop a highly
successful business in Canada and Australia and we look forward to
further value creation through our combination with AuRico.”

AuRico Gold Pro Forma Highlights:

  • Emergence of a new leading intermediate gold company with expected 2011
    production of 475,000 Aue ounces1 and peer leading growth of approximately 54% to 730,000+3 Aue ounces by 2013

  • Large resource base of approximately 19 million Aue ounces (excluding
    copper)

  • 2 cornerstone assets in Ocampo and YoungDavidson that alone have the
    potential to produce over 500,000 Aue ounces at lowest quartile cash
    costs

  • Fully un-hedged exposure to record gold and silver prices generating
    significant free cash flows

  • Strong balance sheet

  • Experienced management team with a proven track record of building and
    operating mines; supported by highly qualified Directors

  • Excellent platform for further consolidation, with a focus on the
    Americas

  • Geopolitically diversified asset portfolio across three of the most
    attractive mining jurisdictions (Mexico, Canada, and Australia)

  • Enhanced market presence: AuRico and Northgate are covered by 15
    analysts, and will have exceptional trading liquidity with listings on
    the TSX and NYSE

  • Compelling revaluation opportunity driven by an attractive valuation,
    significant synergies, and a focused growth strategy

Current shareholders of AuRico and Northgate will own approximately 62%
and 38% respectively4 of the pro forma company. The Board of Directors of the combined
company will include three nominees from Northgate.

Transaction Summary:

The acquisition of Northgate by AuRico will be completed by way of a
court approved plan of arrangement. The Agreement has been unanimously
approved by the Boards of Directors of AuRico and Northgate. UBS
Securities Canada Inc. provided a fairness opinion to the Board of
Directors of AuRico and GMP Securities L.P. and Macquarie Capital
Markets Canada Ltd. provided fairness opinions to the Special Committee
and Board of Directors of Northgate.

The transaction is subject to approval by 66 and 2/3% of the votes cast
by holders of Northgate common shares at a special meeting of Northgate
shareholders expected to be held in October. The transaction is also
subject to obtaining approval by a majority of votes cast by the
shareholders of AuRico at a special meeting of AuRico shareholders
expected to take place on the same date as the Northgate meeting, as
well as certain other customary conditions. Closing of the transaction
is expected in October. The Agreement includes customary deal
protection and non-solicitation provisions including reciprocal break
fees, right to match and fiduciary-out provisions.

On August 28, 2011, the Board of Directors of Northgate determined that
AuRico’s proposal to enter into the Agreement is a “superior proposal”
for the purposes of the arrangement agreement between Northgate and
Primero Mining Corp (“Primero”) previously announced on July 13, 2011
(the “Primero Agreement”). Northgate’s Board provided notice of that
determination to Primero. On receiving this notice, Primero waived its
“right to match” the proposal by AuRico. Accordingly, as per the terms
of the Primero Agreement, Northgate has paid a termination fee of $25
million
to Primero and the Primero Agreement has been terminated. The
meeting of Northgate shareholders currently scheduled for September 21,
2011
has been delayed to a later date which is expected to be in
October, 2011, at which Northgate shareholders will be asked to approve
the transaction with AuRico.

Advisors and Counsel

AuRico has retained UBS Securities Canada Inc. to act as financial
advisor and Fasken Martineau to act as legal advisor.

Northgate has retained GMP Securities L.P. to act as financial advisor
and Torys LLP to act as legal advisor.

Joint Conference Call and Webcast:

AuRico and Northgate will hold a joint conference call and webcast on
Monday, August 29, 2011 starting at 8:30 a.m. Eastern Time.

Conference Call Access:

  • Canada & US Toll Free: (888) 231-8191

  • International & Toronto: (647) 427-7450

Conference Call Webcast:

The conference call event will be broadcast live on the internet via
webcast. To access the webcast please follow the link provided below:

http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=3637480

A live and archived webcast will be available at www.auricogold.com and at www.northgateminerals.com.

About AuRico Gold:

AuRico Gold is a leading intermediate Canadian gold and silver producer
with a diversified portfolio of high quality mines and projects in
Mexico. The Company’s three wholly-owned operating properties include
the Ocampo mine in Chihuahua State, the El Chanate mine in Sonora State
and the El Cubo mine in Guanajuato State. A strong pipeline of
development and exploration stage projects include the Guadalupe y
Calvo advanced development property in Chihuahua State and the Orion
advanced development property in Nayarit State, along with six
exploration properties throughout Mexico. AuRico’s head office is
located in Toronto, Ontario, Canada.

About Northgate Minerals:

Northgate Minerals Corporation is a gold and copper producer with mining
operations, development projects and exploration properties in the
Americas and Australia. Northgate currently owns and operates the
Fosterville and Stawell gold mines in Victoria Australia, and is
building the YoungDavidson gold mine in northern Ontario, which is
targeting a 15-year mine life with average annual production of 180,000
ounces of gold commencing in 2012.

Cautionary Statement

Cautionary Note to US Investors – The United States Securities and
Exchange Commission permits US mining companies, in their filings with
the SEC, to disclose only those mineral deposits that a company can
economically and legally extract or produce. This press release uses
certain terms, such as “measured”, “indicated” and “inferred”
“resources,‛ that the SEC guidelines strictly prohibit US registered
companies from including in their filings with the SEC. US Investors
are urged to consider closely the disclosure in AuRico Gold’s Annual
Report on Form 40-F, which may be secured from AuRico Gold, or from the
SEC’s website at
http://www.sec.gov/edgar.shtml.

No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.

Certain statements included herein, including information as to the
future financial or operating performance of the Company, its
subsidiaries and its projects, constitute forward-looking statements.
The words ”believe”, ”expect”, ”anticipate”, ”target”,
”continue”, ”estimate”, ”may”, and similar expressions identify
forward-looking statements. Forward-looking statements include, among
other things, statements regarding the benefits of the acquisition of
Northgate includi
ng anticipated future production, cash flows, cash costs and
synergies, the future coverage of the combined company by analysts, the
likelihood of a revaluation of the Company’s securities, the ability to
delineate additional measured and indicated resources or reserves,
anticipated future financial and operational performance, the future
price of gold and silver, the de-risking of operations, the success of
the Company’s exploration, the Company’s ability to delineate
additional resources and reserves as a result of such programmes,
statements regarding its financial exposure to litigation, targets,
estimates and assumptions in res
pect of gold and silver production and prices, operating costs, results
and capital expenditures, mineral reserves and mineral resources and
anticipated grades, recovery rates, future financial or operating
performance, margins, operating and exploration expenditures, costs and
timing of completion of the Ocampo expansion program and improvements
to the heap leach pad, costs and timing of the development and
commencement of production of new deposits, costs and timing of
construction, costs and timing of future exploration and reclamation
expenses including, anticipated 2011 results, operating performance
projections for 2011, our ability to fully fund our business model
internally, 2011 gold and silver production and the cash and operating
costs associated therewith, the ability to achieve productivity and
operational efficiencies, and the timing of each thereof.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies. Many
factors could cause the Company’s actual results to differ materially
from those expressed or implied in any forward-looking statements made
by, or on behalf of, the Company. Such factors include, among others,
known and unknown uncertainties and risks relating to additional
funding requirements, reserve and resource estimates, commodity prices,
hedging activities, exploration, development and operating risks,
illegal miners, political and foreign risk, uninsurable risks,
competition, limited mining operation
s, production risks, environmental regulation and liability, government
regulation, currency fluctuations, recent losses and write-downs,
restrictions in the Company’s loan facility, dependence on key
employees, possible variations of ore grade or recovery rates, failure
of plant, equipment or process to operate as anticipated, accidents and
labour disputes. Investors are cautioned that forward-looking
statements are not guarantees of future performance and, accordingly,
investors are cautioned not to put undue reliance on forward-looking
statements due to the inherent uncertainty therein.

———————————–

1 Adding together the midpoints of AuRico’s production guidance (265,000
– 295,000 gold equivalent ounces) and Northgate’s production guidance
(190,000 – 200,000 gold ounces)

2 Gold equivalent ounces include silver ounces produced and sold
converted to gold equivalent based on AuRico’s long-term gold
equivalency ratio of 55:1

3 As per street consensus

4 Pro forma ownership indicated does not include any equity interest that
may arise out of Northgate’s outstanding convertible note

SOURCE AuRico Gold Inc.

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