Claude Resources Inc. to Acquire St. Eugene Mining Corporation Limited

Claude Resources Inc. to Acquire St. Eugene Mining Corporation Limited

PR Newswire

Trading Symbols
TSX – CRJ
NYSE Amex – CGR

SASKATOON, Oct. 25, 2011 /PRNewswire/ – Claude Resources Inc. (TSX: CRJ) (NYSE
Amex: CGR) (“Claude”) and St. Eugene Mining Corporation Limited (TSXV:
SEM) (“St. Eugene”) jointly announce that they have entered into a
definitive agreement pursuant to which Claude will acquire, by way of a
court-approved plan of arrangement, all of the shares of St. Eugene
that it does not already own. The consideration for the purchase of
100% of the fully diluted in the money shares of St. Eugene is
approximately $19 million plus Spinco (defined below), which will hold
the Tartan Lake Gold Mine Project.

The Share Consideration (defined below), based upon the 20 day volume
weighted average price (“VWAP”) of the common shares of Claude on the
TSX on October 24, 2011 represents $0.145 per St. Eugene common share,
a 28% premium to the 20 day VWAP of the common shares of St. Eugene on
the TSXV on October 24, 2011 and a 53% premium to the 20 day VWAP of
the common shares of St. Eugene on the TSXV on July 8, 2011 (the last
trading day prior to Claude’s original approach to St. Eugene).

Under the terms of the transaction, each shareholder of St. Eugene will
receive 0.0789 of a Claude share per St. Eugene share (the “Share
Consideration”). Additionally, at closing, each St. Eugene shareholder
will receive 0.25 common shares of a newly formed, wholly-owned,
subsidiary of St. Eugene (“Spinco”) in respect of each St. Eugene
share. Spinco will be transferred St. Eugene’s interests in the Tartan
Lake Gold Mine Project and approximately $800,000 in cash. Claude will
maintain its pro-rata stake in Spinco. In addition, Claude will reduce
its existing net smelter return royalty on the Tartan Lake Gold Mine
Project from a sliding scale to 2%. The net smelter return royalty can
be repurchased at any time by Spinco for $1 million per each 1%. It is
anticipated that the current members of the board of directors of St.
Eugene
will sit as board members of Spinco.

The proposed transaction is the logical consolidation of the Amisk Gold
Project. St. Eugene shareholders will benefit from a meaningful
premium, the increased liquidity of their investment, exposure to the
current gold price through production at the Seabee operation and
outstanding exploration upside on Claude’s Seabee, Amisk and Madsen
projects.

The Amisk Gold Project’s independent NI 43-101 resource estimate
(completed by SRK Consulting Inc. and released on February 17th, 2011) resulted in an indicated mineral resource of 921,000 AuEq ounces
at 0.95 g/t AuEq and an additional inferred mineral resource of 645,000
AuEq ounces at 0.70 g/t AuEq. If this transaction is approved, Claude’s
interest in the Amisk Gold Project will increase from 65% to 100%.

The Special Committee of St. Eugene comprised of independent directors
received a verbal opinion from its financial advisor that the
consideration to be received by the St. Eugene shareholders is fair
from a financial point of view to the shareholders of St. Eugene. The
Board of Directors of St. Eugene has unanimously recommended the
transaction. In addition, the directors and senior officers of St.
Eugene
holding an aggregate 2% and a shareholder holding approximately
9% of the basic share capital of St. Eugene have entered into voting
agreements with Claude. Combined with the shares that Claude already
owns this represents 20% in favour of the transaction. The transaction
is subject to the affirmative vote of 66 2/3% of St. Eugene’s
shareholders and is expected to close prior to December 31, 2011.

The completion of the transaction is subject to customary closing
conditions, including the receipt of any required regulatory approvals.
In the event that the transaction is not completed, St. Eugene has
agreed to pay Claude a termination fee of $800,000, under certain
circumstances. St. Eugene has also provided Claude with certain other
customary rights, including a right to match any competing offers.

Dundee Securities Ltd. has acted as financial advisor to Claude and
Primary Capital Inc. has acted as financial advisor to St. Eugene.

Claude Resources Inc. is a public company based in Saskatoon,
Saskatchewan
, whose shares trade on the Toronto Stock Exchange
(TSX-CRJ) and the NYSE Amex (NYSE Amex-CGR). Claude is a gold
exploration and mining company with an asset base located entirely in
Canada. Since 1991, Claude has produced over 950,000 ounces of gold
from its Seabee mining operation in northeastern Saskatchewan. The
Company also owns 100 percent of the 10,000 acre Madsen Property in the
prolific Red Lake gold camp of northwestern Ontario and currently has a
65 percent working interest in the Amisk Gold Project in northeastern
Saskatchewan.

St. Eugene is a Toronto-based exploration company that is actively
exploring for and developing gold properties, both in Manitoba and
Saskatchewan. The Company’s three main assets are the Tartan Lake Gold
Mine Project in Manitoba (100% interest), and, in Saskatchewan, the
Amisk Gold Project (35% interest St. Eugene – 65% interest Claude) and
the Amisk North Gold Project (100% interest). All three assets are
located in the prolific Flin Flon Greenstone Belt. The Tartan Lake’s
Gold Mine Project’s independent NI 43-101 resource estimate (completed
by MineTech International Ltd. and released on November 8, 2010)
resulted in an indicated mineral resource of 1,000,000 tonnes at 4.0g/t
Au (130,000 ounces) and an additional inferred mineral resource of
1,900,000 tonnes at 3.9g/t Au (240,000 ounces).

For the Amisk Gold Project, Philip Ng, P.Eng., Senior Vice President,
Mining Operations and Brian Skanderbeg, P.Geo., Vice President,
Exploration, Qualified Persons, have reviewed and approved the contents
of this news release.

For the Tartan Lake Gold Mine Project, Tania Ilieva, P.Geo., Vice
President, Exploration and Qualified Person, has reviewed and approved
the contents of this news release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This Press Release may contain ‘forward-looking’ statements regarding
the plans, intentions, beliefs and current expectations of the Company,
its directors, or its officers with respect to the future business
activities and operating performance of the Company. The words “may”,
“would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”,
“estimate”, “expect” and similar expressions, as they relate to the
Company, or its management, are intended to identify such
forward-looking statements. Investors are cautioned that any such
forward-looking statements are not guarantees of future business
activities or performance and involve risks and uncertainties, and that
the Company’s future business activities may differ materially from
those in the forward-looking statements as a result of various
factors. Such risks, uncertainties and factors are described in the
periodic filings with the Canadian securities regulatory authorities,
including the Company’s Annual Information Form and quarterly and
annual Management’s Discussion & Analysis, which may be viewed on SEDAR
at www.sedar.com. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to identify
important risks, uncertainties and factors which could cause actual
results to differ materially, there may be others that cause results
not anticipated, estimated or intended. The Company does not intend,
and does not assume any obligation, to update these forward-looking
statements.

SOURCE CLAUDE RESOURCES INC.

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