Franco-Nevada to Acquire Lumina Royalty Corp. for $66 million
PR Newswire
TORONTO, Sept. 22, 2011
TORONTO, Sept. 22, 2011 /PRNewswire/ – Franco-Nevada Corporation (TSX: FNV)
(NYSE: FNV) (“Franco-Nevada”) and Lumina Royalty Corp (“Lumina
Royalty”) have entered into an arrangement agreement whereby
Franco-Nevada will acquire all of the common shares of Lumina Royalty
by way of a court approved plan of arrangement for US$60 million in
Franco-Nevada common shares and US$6 million in listed Franco-Nevada
warrants (TSX: FNV.WT.A with a C$75.00 exercise price, expiring June
16, 2017). Under the arrangement, Lumina Royalty shareholders will
receive 0.03487 Franco-Nevada common shares and 0.01917 Franco-Nevada
warrants for each Lumina Royalty common share held.
Lumina Royalty owns a portfolio of royalties on four development stage
porphyry deposits in Chile and Argentina:
-
A 1.5% net smelter return (“NSR”) royalty on Teck Resources Ltd.’s
Relincho copper/molybdenum advanced development project located in
Region III, Chile. Teck has indicated that it expects to complete a
pre-feasibility study for the project in the third quarter of 2011 and
has also indicated the potential for annual production of approximately
190,000 tonnes of copper in concentrate and 7,000 tonnes of molybdenum
in concentrate over an estimated mine life of more than 20 years. Under
the terms of the royalty, payments begin four years following the date
of commercial production at Relincho. -
A 1.08% NSR royalty on Lumina Copper Corp.’s Taca Taca
copper/gold/molybdenum project located in Salta Province, Argentina.
According to Lumina Copper Corp., the property has an National
Instrument 43-101 compliant inferred resource of 841 million tonnes
grading 0.64% copper equivalent, containing 8.71 billion pounds of
copper, 2.97 million ounces of gold and 333.7 million pounds of
molybdenum. Lumina Copper Corp. has stated that it is undertaking an
87,000 meter drill program at Taca Taca and has announced in recent
news releases that the ongoing drill program has increased the depth of
the known mineralization by up to 350 meters in certain areas and
encountered mineralization 500 meters to the north-northwest of the
known mineral resource. -
A fixed rate copper royalty and a 1.5% NSR on Coro Mining Corp.’s San
Jorge copper/gold/molybdenum project located in Mendoza Province,
Argentina. The copper royalty is calculated as $0.02 per pound of
proven and probable copper sulphide reserves at commercial production
less any advanced minimum payments already paid. Advanced payments in
the amount of $6.5 million have been paid to-date with a $5 million
payment due in May, 2012 and an additional $5 million payment due in
May, 2013. The 1.5% NSR royalty pertains to all metal production, other
than copper. Coro’s preliminary economic assessment for San Jorge
includes total life of mine production of 629,000 ounces of gold and
1.4 billion pounds of copper. On August 25, 2011, the Provincial
Legislature of Mendoza denied ratification of Coro’s San Jorge
Environmental Impact Declaration. The San Jorge royalty interest is
held by Minera Global, a wholly owned Chilean subsidiary of Lumina
Royalty. In the event that the May 2012 minimum advance payments are
not made by Coro, it is obligated to return the San Jorge property to
Minera Global and Franco-Nevada will have the option to put the shares
of Minera Global to Lumina Capital Limited Partnership for US$6
million. -
A 2% NSR royalty on open pit mining and a 1% NSR on underground mining
on a portion of Los Andes Copper Limited’s Vizcachitas
copper/molybdenum project located in Region V, Chile. Los Andes has
reported that Vizcachitas has an indicated resource of 515M tonnes
grading 0.39% copper (4.4 billion pounds) and 0.011% molybdenum (125
million pounds), and an inferred sulphide resource of 572M tonnes
grading 0.34% copper (4.3 billion pounds) and 0.012% molybdenum (151
million pounds). Los Andes has indicated that a preliminary economic
assessment for the project is currently underway.
David Harquail, President and CEO of Franco-Nevada commented that “these
royalties provide exposure to very large resources in established
mining countries and are expected to add to Franco-Nevada’s long-term
growth profile. The Relincho property is already in the development
pipeline of Teck, a top tier mine operator, and has the potential to be
a long-life cornerstone royalty for Franco-Nevada.”
David Strang, CEO and President of Lumina Royalty said, “After
completing the spin-out of Lumina Royalty from Lumina Copper Corp.
earlier this year, we were approached by a number of companies who
expressed an interest in acquiring Lumina Royalty. Our stated aim with
the spin-out has been to provide our shareholders with the best value
accretion possible. With the high level of interest in acquiring the
company, we initiated a process to evaluate offers. Franco-Nevada
presented us with the best offer to acquire Lumina Royalty and we are
happy to accept their offer. Franco-Nevada is the leading gold and
diversified royalty company in the world and provides our shareholders
with the best leverage to copper and gold and immediate returns as
Franco-Nevada has a long history of strong dividend performance. We
strongly support their offer to acquire our company and encourage all
shareholders to do so as well.”
The board of directors of Lumina Royalty has obtained an opinion from
Raymond James Ltd. that the consideration to be received by Lumina
Royalty’s shareholders under the arrangement is fair, from a financial
point of view, to the shareholders. Lumina Royalty’s board of
directors, acting upon the unanimous recommendation of an independent
special committee, has unanimously determined that the consideration to
be received by Lumina Royalty’s shareholders under the arrangement is
fair and the arrangement is in the best interests of Lumina Royalty.
Lumina Royalty’s board of directors unanimously recommends that Lumina
Royalty shareholders vote their shares in favour of the arrangement.
Certain shareholders of Lumina Royalty holding approximately 32.2% of
the issued and outstanding Lumina Royalty common shares, including Ross
J. Beaty, have entered into customary support and voting agreements
with Franco-Nevada, pursuant to which they have agreed to vote their
Lumina Royalty shares in favour of the arrangement.
Closing of the transaction is subject to customary conditions, including
approval by Lumina Royalty shareholders at a special meeting of
shareholders (66 and 2/3% of the votes cast and majority of the
minority approval) and approval by the Supreme Court of British
Columbia. The issuance of Franco-Nevada common shares and warrants is
subject to TSX and NYSE approvals, as applicable. The transaction is
expected to close by the end of 2011.
The arrangement agreement provides for customary deal protections,
including a non-solicitation covenant by Lumina Royalty, and payment by
Lumina Royalty to Franco-Nevada of a termination fee of C$3.0 million
if the transaction is not completed in specified circumstances.
The terms and conditions of the arrangement will be summarized in a
Management Information Circular to be mailed to Lumina Royalty
shareholders by the end of October 2011. Copies of the arrangement
agreement, the Management Information Circular, and certain related
documents and agreements will be filed with Canadian securities
regulators and will be available at the SEDAR website at www.sedar.com under Lumina Royalty’s profile.
Conference Call
Management of Franco-Nevada and Lumina Royalty will hold a conference
call today at 2:00pm ET to discuss the transaction. Interested
investors are invited to participate as follows:
-
Conference Call: Local: 647-427-7450; Toll-Free: 1-888-231-8191; Title:
Franco-Nevada to Acquire Lumina Royalty Corp. -
Conference Call Replay: A recording will be available until September
29, 2011 at the following numbers:
- Local: 416-849-0833; Toll-Free: 1-855-859-2056; Pass code: 12674501
available on Franco-Nevada’s website prior to the call.
About Franco-Nevada
Franco-Nevada Corporation (TSX: FNV) (NYSE: FNV) is a gold-focused
royalty and stream company with additional interests in platinum group
metals, oil & gas and other assets. The Company has a diversified
portfolio of high margin assets along with a growing pipeline of
development assets with exposure to some of the largest gold
discoveries in the world. Its business model benefits from rising
commodity prices and new discoveries while limiting operating and
capital cost inflation. Franco-Nevada is generating growing free cash
flow and increasing dividends and is the gold investment that works.
About Lumina Royalty
Lumina Royalty Corp. is an unlisted company that owns royalty interests
on four copper development projects located in Chile and Argentina.
The company was formed as a result of a reorganization of Lumina Copper
Corp. (TSX-V: LCC) in June 2011. The four development projects are the
Relincho copper/molybdenum project located in Region III, Chile that is
being advanced by Teck Resources Ltd; the Taca Taca
copper/gold/molybdenum project located in Salta Province, Argentina
that is being advanced by Lumina Copper Corp; the San Jorge
copper/gold/molybdenum project located in Mendoza Province, Argentina
that is being advanced by Coro Mining Corp. and the Vizcachitas
copper/molybdenum project located in Region V, Chile that is being
advanced by Los Andes Copper Limited. More information about Lumina
Royalty Corp. and its assets can be found on the company’s website at www.luminaroyalty.com.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this press release, including any
information as to future financial or operating performance and other
statements that express management’s expectations or estimates of
future performance, constitute “forward-looking statements”. All
statements, other than statements of historical fact, are
forward-looking statements. The words “anticipates”, “anticipated”,
“believes”, “plans”, “estimate”, “expect”, “expects”, “expected”,
“forecasted”, “targeted” and similar expressions identify
forward-looking statements. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while considered
reasonable by management, are inherently subject to significant
business, economic and competitive uncertainties and contingencies.
Readers are cautioned that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual financial results, performance or achievements to be materially
different from estimated future results, performance or achievements
expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future performance.
These risks, uncertainties and other factors include, but are not
limited to: the conditions in the arrangement agreement being
satisfied, the ability of the parties to otherwise complete all of the
transactions contemplated by the arrangement agreement, approval of the
listing of the Franco-Nevada common shares and warrants by the TSX and
the NYSE, as applicable, necessary shareholder and court approvals,
fluctuations in the prices of the primary commodities that drive
royalty and stream revenue (gold, platinum group metals, copper,
nickel, uranium, silver and oil & gas); fluctuations in the value of
the Canadian and Australian dollar, Mexican peso, and any other
currency in which revenue is generated, relative to the US dollar;
changes in national and local government legislation, including
permitting regimes and taxation policies; regulations and political or
economic developments in any of the countries where properties in which
the parties hold a royalty, stream or other interest are located;
influence of macroeconomic developments; business opportunities that
become available to, or are pursued by Franco-Nevada; reduced access to
debt and equity capital; litigation; title disputes related to
interests or any of the properties in which the parties hold a royalty,
stream or other interest; excessive cost escalation as well as
development, permitting, infrastructure, operating or technical
difficulties on any of the properties in which the parties hold a
royalty, stream or other interest; rate and timing of production
differences from resource estimates; risks and hazards associated with
the business of development and mining on any of the properties in
which the parties hold a royalty, stream or other interest,, including,
but not limited to unusual or unexpected geological and metallurgical
conditions, slope failures or cave-ins, flooding and other natural
disasters or civil unrest; and the integration of acquired assets. The
forward-looking statements contained in this press release are based
upon assumptions management of the parties believes to be reasonable,
including, without limitation, that the conditions in the arrangement
agreement will be satisfied, that the parties will otherwise complete
all of the transaction contemplated by the arrangement agreement, that
the TSX and the NYSE will approve the listing of the Franco-Nevada
common shares and warrants, as applicable, that necessary shareholder
and court approvals will be obtained, the ongoing operation of the
properties in which the parties hold a royalty, stream or other
interest by the owners or operators of such properties in a manner
consistent with past practice, the accuracy of public statements and
disclosures made by the owners or operators of such underlying
properties, no material adverse change in the market price of the
commodities that underlie the asset portfolio, no adverse development
in respect of any significant property in which the parties hold a
royalty, stream or other interest, accuracy of publicly disclosed
expectations for the development of underlying properties that are not
yet in production, integration of acquired assets and the absence of
any other factors that could cause actions, events or results to differ
from those anticipated, estimated or intended. Accordingly, readers
should not place undue reliance on forward-looking statements because
of the inherent uncertainty. For additional information with respect to
risks, uncertainties and assumptions, please also refer to the “Risk
Factors” section of Franco-Nevada’s most recent Annual Information Form
filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com, as well as Franco-Nevada’s annual and interim MD&A. The
forward-looking statements herein are made as of the date of this press
release only and the parties do not assume any obligation to update or
revise them to reflect new information, estimates or opinions, future
events or results or otherwise, except as required by applicable law.
SOURCE Franco-Nevada Corporation
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