Primero to acquire Brigus Gold and create a diversified, Americas based mid-tier gold producer

Primero to acquire Brigus Gold and create a diversified, Americas based mid-tier gold producer

PR Newswire

TSX:P NYSE:PPP ASX:PPM TSX:BRD NYSE:BRD

(Please note that all dollar amounts in this news release are expressed
in U.S. dollars unless otherwise indicated.)

TORONTO, Dec. 16, 2013 /PRNewswire/ – Primero Mining Corp. (“Primero” or the “Company”) (TSX:P, NYSE:PPP,
ASX:PPM)
and Brigus Gold Corp. (“Brigus”) (NYSE:BRD; TSX:BRD) today announced that they have entered into an arrangement agreement
(the “Arrangement Agreement”) whereby Primero will acquire all
outstanding common shares of Brigus pursuant to a plan of arrangement
(the “Arrangement”) to create a diversified, Americas based mid-tier
gold producer.

Pursuant to the Arrangement, Primero will acquire each outstanding
Brigus common share for 0.175 of a Primero common share (the “Exchange
Ratio“). In addition, Brigus shareholders will receive 0.1 of a common
share in a newly incorporated company (“SpinCo”) for each Brigus common
share as part of the Arrangement. SpinCo will hold Brigus’ interests in
the Goldfields project in Saskatchewan and the Ixhuatán and Huizopa
projects in Mexico and will be capitalized with approximately C$10
million
in cash. Upon completion of the Arrangement, Brigus
shareholders will hold, in aggregate, a 90.1% interest in SpinCo and
Primero will hold the remaining 9.9% interest in SpinCo. All
outstanding options to purchase Brigus common shares will be exchanged
for options to purchase Primero common shares based upon the Exchange
Ratio pursuant to the Arrangement. Following completion of the
Arrangement, each outstanding warrant to purchase a Brigus common share
will be exercisable to purchase 0.175 of a Primero common share and 0.1
of a SpinCo common share.

The Exchange Ratio represents C$0.91 per Brigus common share, based on
the closing price of Primero common shares (C$5.22) on the Toronto
Stock Exchange as at December 13, 2013. This value implies a 43%
premium to Brigus’ 20-trading day volume weighted average price
(“VWAP”) and a 45% premium to Brigus’ closing price, both as at
December 13, 2013 on the Toronto Stock Exchange, before ascribing any
value to SpinCo. Upon completion of the Arrangement, Brigus will be a
wholly-owned subsidiary of Primero and existing Primero shareholders
and Brigus shareholders will own approximately 73.4% and 26.6%,
respectively, of the outstanding Primero common shares, on a fully
diluted in-the-money basis, before ascribing any value to SpinCo. The
implied transaction value, before ascribing any value to SpinCo, is
approximately C$220 million.

Highlights of the Transaction

  • Diversified production base: The proposed transaction transforms two
    single production asset companies into a single entity with operations
    in geo-politically stable jurisdictions, industry supportive
    infrastructure and prospective regional geology;

  • Critical production scale: Two producing gold mines with 250,000 to
    270,000 gold equivalent ounces in 2014 at below industry average cash
    costs1, which could potentially increase to approximately 400,000 ounces in
    2017 with the addition of the production from the Cerro del Gallo
    development project and a further expansion at San Dimas2;

  • Enhanced market capitalization of approximately $720 million: Expected
    to appeal to a broader shareholder base, increase analyst coverage and
    improve share trading liquidity;

  • Leading growth profile: Expected production growth of over 100% from
    2013 to 2015 placing the combined company amongst the leaders of its
    peer group1,2;

  • Solid financial position and cash flow: Sufficient capital to repay all
    debt and invest in organic growth plus strong operating cash flow of
    approximately $760 million over the next five years at current
    consensus commodity pricing1,2,3;

  • Leverages technical expertise: Leverages Primero’s underground mining
    technical expertise;

  • Exploration opportunity: Combines two companies with demonstrated exploration upside, close to
    existing mine infrastructure (see recent exploration updates by both
    companies);

  • Re-valuation opportunity: With diversified production and cash flow, a
    strong balance sheet, a superior growth profile and a proven operating
    team, the combined company creates the potential for a re-rating to a
    multiple in line with other mid-tier gold producers.

“This acquisition is immediately accretive to our production and cash
flow,” stated Joseph F. Conway, President and Chief Executive Officer.
“It also diversifies Primero geographically, into a very prospective
and proven mining jurisdiction that our team is excited to operate in.
Primero has the financial resources to invest in the development and
expansion opportunities at the Black Fox mine to realize its full
potential. We believe that with further investment, the Black Fox mine
will grow and continue to create significant value for shareholders.
Primero also has the financial and management resources necessary to
advance the adjacent Grey Fox project at the same time as developing
the Cerro del Gallo project in Mexico. Furthermore, this transaction
represents an opportunity for Brigus shareholders to participate in the
tremendous potential of the combined company.”

“We are pleased to be combining with another established producer, to
diversify and build our financial strength and technical expertise
while, at the same time, unlocking value for Brigus shareholders.
Brigus shareholders will benefit from Primero’s strong balance sheet
and cash flow, enabling further investment in the Black Fox mine to
realize its full potential and the advancement of the Grey Fox
project. The combined company will also benefit from improved market
liquidity and Primero’s proven management team with a demonstrated
track record of successfully growing precious metals mining companies,”
stated Wade Dawe, Chairman and Chief Executive Officer of Brigus.

The combined company is expected to provide Primero and Brigus
shareholders with the following benefits:

Benefits for Primero Shareholders:

  • Adds a high quality producing gold mine in a proven and mining friendly
    jurisdiction;

  • Diversifies production with over 100,000 gold equivalent ounces per
    year, an approximately 65% increase in expected 2014 production, at
    below industry average cash costs4;

  • Significantly increases reserves and measured and indicated resources;

  • Leverages Primero’s underground mining technical expertise;

  • Provides accretive production and cash flow2;

  • Improves market presence and provides a multiple re-rating opportunity
    as a mid-tier producer with a proven operating team, a superior growth
    profile and significant exploration upside.

Benefits for Brigus Shareholders:

  • Attractive premium for Brigus shareholders, representing 45% to the
    closing price and 43% to the 20 trading day VWAP of Brigus common
    shares both as at December 13, 2013 on the Toronto Stock Exchange;

  • Immediate exposure to financial resources sufficient to repay debt and
    invest in the Black Fox mine, as well as finance further growth
    opportunities including the Grey Fox and Cerro del Gallo projects;

  • Accretive on a net asset value basis;

  • Improves market presence and provides a multiple re-rating opportunity
    as a mid-tier producer with a proven operating team, a superior growth
    profile and significant exploration upside;

  • Allows continuing shareholder participation in non-Ontario exploration
    assets through 90.1% ownership of SpinCo.

Transaction Summary

The proposed transaction will be completed pursuant to a court-approved
plan of arrangement and will require approval by at least 66⅔% of the
votes cast by the shareholders of Brigus at a special meeting. The
issuance of Primero common shares in connection with the proposed
transaction will require the approval of a majority of the shareholders
of Primero voting at a special meeting. Goldcorp Inc., which holds
approximately 27% of the outstanding Primero common shares, has agreed
to vote in favour of the proposed transaction. The directors and senior
officers of each of Primero and Brigus have also entered into support
agreements pursuant to which they have agreed to vote in favour of the
proposed transaction. It is anticipated that the shareholder meetings
will be held in February 2014. Full details of the proposed
transaction will be included in management information circulars to be
mailed to the shareholders of Primero and Brigus as soon as
practicable.

In addition to shareholder and court approvals, the proposed transaction
will be subject to applicable regulatory approvals and the satisfaction
of certain other customary conditions. The Arrangement Agreement
includes customary provisions, including mutual covenants not to
solicit other acquisition proposals, mutual rights to match any
superior proposal and reciprocal termination fees payable in certain
circumstances.

The Boards of Directors of Primero and Brigus have each determined, that
the proposed transaction is in the best interest of their respective
company and fair to their respective shareholders, having taken into
account advice of their financial advisors, and have unanimously
approved the execution of the Arrangement Agreement. Each of the Brigus
and the Primero Boards of Directors will recommend that their
respective shareholders vote in favour of the proposed transaction.
Scotiabank has provided an opinion to the Board of Directors of Primero
that the consideration to be paid by Primero in connection with the
proposed transaction is fair, from a financial point of view, to
Primero. Brigus formed a special committee of independent directors to
consider the proposed transaction. Cormark Securities Inc. has provided
an opinion to the Board of Directors of Brigus that the consideration
to be received by Brigus shareholders in connection with the proposed
transaction is fair, from a financial point of view to Brigus
shareholders.

A change of control offer will be made for Brigus’ outstanding 6.5%
convertible senior unsecured debentures (the “Debentures”) in
accordance with their trust indenture dated March 23, 2011. During the
30 day period following the effective date of the Arrangement,
Debenture holders will receive notice (the “Debenture Change of Control
Notice”) stating that a change of control has occurred along with an
offer to purchase the Debentures at 100% of the principal amount plus
accrued and unpaid interest on the date that is 30 business days
following delivery of the Debenture Change of Control Notice.

A change of control offer will be made for Brigus’ outstanding senior
secured term notes (the “Notes”) in accordance with their senior
secured facility agreement dated October 29, 2012. During the 10 day
period following the effective date of the Arrangement, Note holders
will receive notice (the “Note Change of Control Notice”) stating that
a change of control has occurred along with an offer to purchase the
Notes at 105% of the principal amount plus accrued and unpaid
interested on the date that is 20 days following delivery of the Note
Change of Control Notice.

Advisors and Counsel

Primero has retained BMO Capital Markets to act as financial advisor and
Stikeman Elliott LLP to act as legal advisor. Primero’s Board of
Directors has retained Scotiabank to act as financial advisor and
provide a fairness opinion.

Brigus has retained Primary Capital Inc. and Cormark Securities Inc. to
act as financial advisors and Fogler, Rubinoff LLP to act as legal
advisors. Fasken Martineau DuMoulin LLP is acting as legal counsel to
the special committee of Brigus’ board of directors.

Kingsdale Shareholder Services Inc. has been retained by Primero and
Brigus as the information agent and proxy solicitor in connection with
the proposed transaction.

Conference Call and Webcast

A conference call with Management from both Companies is scheduled for
today, Monday, December 16, 2013 at 10:00 a.m. (ET), to discuss the
proposed transaction. Participants may join the call by dialing North
America
toll free 1(866) 229-4144 or 1(514) 841-2162 for calls outside Canada and the U.S. and entering the participant
passcode 9447541#.

A recorded playback of the call will be available until to March 15,
2014
by dialing North America toll free 1(888) 843-7419 or 1 (630)
652-3042 for calls outside Canada and the U.S. and entering the call
back passcode 9447541#.

A live and archived webcast of the conference call will also be
available at www.primeromining.com and www.brigusgold.com or by clicking:

http://event.onlineseminarsolutions.com/r.htm?e=731371&s=1&k=0707AD2679686A58A7F501AE07B32535

Shareholders with questions can contact Kingsdale Shareholder Services
Inc. North American toll free: 1-866-228-2532.

For more details about the transaction please refer to the investor
presentation on Primero’s website at www.primeromining.com.

  1. Based on both company’s publicly disclosed production estimates; “gold
    equivalent ounces” include silver and copper production converted to a
    gold equivalent based on consensus estimated commodity prices; accounts
    for the San Dimas silver purchase agreement.

  2. Assumes San Dimas operates at least at 2,500 tpd from Q1 2014; 100%
    ownership of Cerro Del Gallo and that it begins production at the end
    of 2015, with full year production estimated at 95,000AuEq. oz from
    2016 and Primero management estimates for Black Fox production, based
    on 2,200 tpd – 2,300 tpd operation.

  3. Consensus commodity prices include $1,350.00/oz in 2014, $1,397.50/oz in
    2015, $1,375.00/oz in 2016, $1,350.00/oz in 2017, $1,300.00/oz
    long-term and a 63:1 gold:silver ratio, includes recent tax reforms in
    Mexico.

  4. Based on both companies publicly disclosed production estimates.

About Primero

Primero Mining Corp. is a Canadian-based precious metals producer that
owns 100% of the San Dimas gold-silver mine and 69.2% of the Cerro del
Gallo gold-silver-copper development project in Mexico. Primero is
focused on delivering superior, sustainable value for all stakeholders
with low-risk exposure to precious metals. The Company has intentions
to become an intermediate producer by building a portfolio of high
quality, low cost precious metals assets in the Americas.

Primero’s website is www.primeromining.com.

About Brigus

Brigus is a growing gold producer committed to maximizing shareholder
value through a strategy of efficient production, targeted exploration
and select acquisitions. Brigus operates the wholly owned Black Fox
Mine and Mill in the Timmins Gold District of Ontario, Canada. The
Black Fox Complex encompasses the Black Fox Mine and adjoining
properties in the Township of Black River‐Matheson, Ontario, Canada.
Brigus also owns the Goldfields Project located near Uranium City,
Saskatchewan, Canada
, which hosts the Box and Athona gold deposits. In
the Dominican Republic, Brigus has signed an agreement to sell its
remaining interests in three mineral exploration projects. In Mexico,
Brigus owns the Ixhuatan Project located in the state of Chiapas.

Additional information about Brigus and its projects is available on the
Brigus website at www.brigusgold.com and on SEDAR.

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This Primero news release contains “forward-looking information”, as
such term is defined in applicable Canadian securities legislation and
“forward-looking statements” within the meaning of the United States
Private Securities Litigation Reform Act of 1995, concerning Primero’s
future financial or operating performance and other statements that
express management’s expectations or estimates of future developments,
circumstances or results. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as “expects”,
“expected”, “scheduled”, “estimates”, , “intends”, “to create”, “to
diversify”, “to invest”, “enabling”, “upon”, “further”, “proposed”,
“opportunities”, “potentially”, “increases”, “adds” “improves”,
“continuing” and variations of such words and phrases, or by statements
that certain actions, events or results “may”, “will”, “could”, or
“might”, . Such forward-looking information includes, without
limitation, statements regarding the completion and expected benefits
of the proposed transaction, attributes of Primero, Brigus and Spinco
assuming completion of the transaction, which may be stated in the
present tense, repayment of amounts that become due following a change
of control of Brigus, and other statements that are not historical
facts. Forward-looking information is based on a number of assumptions
and estimates that, while considered reasonable by management based on
the business and markets in which Primero operates, are inherently
subject to significant operational, economic and competitive
uncertainties and contingencies. Assumptions upon which forward
looking statements relating to the arrangement have been made include
that Primero will be able to satisfy the conditions in the Agreement,
that the required approvals will be obtained from the shareholders of
Brigus and Primero, that all required third party, regulatory, and
government approvals and court orders will be obtained, that the
proposed transaction will proceed in accordance with the anticipated
timeline and close in late February, that Primero will be able to
achieve announced guidance targets in line with publicly disclosed
information of both Primero and Brigus, and that Brigus and Primero
shares will, pending completion of the transaction trade in similar
relation to each other as they did immediately prior to this
announcement. Primero cautions that forward-looking information
involves known and unknown risks, uncertainties and other factors that
may cause Primero’s actual results, performance or achievements to be
materially different from those expressed or implied by such
information, including, but not limited to: gold, silver and copper
price volatility; fluctuations in foreign exchange rates and interest
rates; discrepancies between actual and estimated production, between
actual and estimated reserves and resources or between actual and
estimated metallurgical recoveries; costs of production; capital
expenditure requirements; the costs and timing of construction and
development of new deposits and expansion of existing operations; the
success of exploration and permitting activities; parts, equipment,
labor or power shortages or other increases in costs; mining accidents,
labour disputes or other adverse events; changes in applicable laws or
regulations, or the enforcement or interpretation thereof. In
addition, the factors described or referred to in the section entitled
“Risk Factors” in Primero’s Annual Information Form for the year ended
December 31, 2012 or under the heading “Risks and Uncertainties” in
Primero’s 2012 Annual Report, and the factors described or referred to
in the section entitled “Risk Factors” in Brigus’ Annual Information
Form for the year ended December 31, 2012, all of which are available
on the SEDAR website at www.sedar.com, should be reviewed in conjunction with the information found in this
news release. Although Primero has attempted to identify important
factors that could cause actual results, performance or achievements to
differ materially from those contained in forward-looking information,
there can be other factors that cause results, performance or
achievements not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate or that
management’s expectations or estimates of future developments,
circumstances or results will materialize. As a result of these risks
and uncertainties, the proposed transaction could be modified,
restricted or not completed, and the results or events predicted in
these forward looking statements may differ materially from actual
results or events. Accordingly, readers should not place undue
reliance on forward-looking information. The forward-looking
information in this news release is made as of the date of this news
release, and Primero disclaims any intention or obligation to update or
revise such information, except as required by applicable law.

This news release does not constitute an offer to buy any securities or
a solicitation of any vote or approval or a solicitation of an offer to
sell any securities.

Additional Information About the Transaction and Where to Find It

In connection with the proposed transaction, Primero and Brigus will
file relevant materials with the United States Securities and Exchange
Commission (the “SEC”), including information circulars. INVESTORS AND
SECURITY HOLDERS OF PRIMERO AND BRIGUS ARE URGED TO READ THE
INFORMATION CIRCULARS AND THE OTHER RELEVANT MATERIALS FILED WITH THE
SEC (AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE MATERIALS)
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED
TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO. Investors and security
holders may obtain these documents free of charge at the SEC’s website
at www.sec.gov. In addition, the documents filed with the SEC by
Primero and Brigus may be obtained free of charge by directing such
request to: Kingsdale Shareholder Services at 1-866-228-2532, or from
Primero’s website at www.primeromining.com or from Brigus’ website at
www.brigusgold.com. Such documents are not currently available.

This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

Cautionary Note to US Investors Regarding Mineral Reporting Standards:

Primero prepares its disclosure in accordance with the requirements of
securities laws in effect in Canada, which differ from the requirements
of US securities laws. Terms relating to mineral resources and mineral
reserves in this news release are defined in accordance with National
Instrument 43-101-Standards of Disclosure for Mineral Projects under
the guidelines set out in the Canadian Institute of Mining, Metallurgy,
and Petroleum Standards on Mineral Resources and Mineral Reserves. The
SEC permits mining companies, in their filings with the SEC, to
disclose only those mineral deposits that a company can economically
and legally extract or produce. Primero use certain terms, such as,
“measured mineral resources”, “indicated mineral resources”, “inferred
mineral resources” and “probable mineral reserves”, that the SEC does
not recognize (these terms may be used in this news release and are
included in the public filings of Primero which have been filed with
securities commissions or similar authorities in Canada).

Estimates of equivalent production are calculated using analyst
consensus metal price estimates. Primero’s gold equivalent production
estimate is adjusted for the silver purchase agreement and only silver
ounces attributable to Primero are included.

Cautionary Statement

The production targets in this report are based on reserve and resource
estimates that utilise the CIM standards, reported as “National
Instrument 43-101” and not the JORC code. They are therefore “foreign
estimates” for the purpose of the ASX Listing Rules. A competent person
has not done sufficient work to classify the foreign estimates as
mineral resources or ore reserves in accordance with the JORC Code. It
is therefore uncertain that following evaluation and/or further
exploration work that the foreign estimates will be able to be reported
as mineral resources or ore reserves in accordance with the JORC Code.

No further field work is required for conversion of a NI 43-101
compliant resource or reserve to a JORC-compliant equivalent. However,
the data and assumptions would need to be re-validated in accordance
with JORC requirements before re-running the models. Given the
extensive work required to underpin the NI 43-101 compliant estimates,
no material differences in the estimates would be anticipated.

Appendix 1 – Reporting of Production Targets and Forecast Financial
Information

The following information is provided in accordance with ASX Listing
Rules 5.16 and 15.17.

1. Material Assumptions Underpinning the Production Target

Material assumptions used to forecast production targets include:
Assumes San Dimas operates at least at 2,500 tpd from Q1 2014; 100%
ownership of Cerro Del Gallo and that it begins production at the end
of 2015, with full year production estimated at 95,000AuEq. oz from
2016 and Primero management estimates for Black Fox production, based
on 2,200 tpd – 2,300 tpd operation, street consensus gold price of
$1,350.00/oz in 2014, $1,397.50/oz in 2015, $1,375.00/oz in 2016,
$1,350.00/oz in 2017 and $1,300.00/oz long-term, a gold silver ratio of
63:1 and foreign exchange rates of 1.00 Canadian dollars and 13 Mexican
pesos to the US dollar.

2. Material Assumptions Underpinning the Forecast Financial Information

Material assumptions used to forecast production targets include:
Assumes San Dimas operates at least at 2,500 tpd from Q1 2014; 100%
ownership of Cerro Del Gallo and that it begins production at the end
of 2015, with full year production estimated at 95,000AuEq. oz from
2016 and Primero management estimates for Black Fox production, based
on 2,200 tpd – 2,300 tpd operation, street consensus gold price of
$1,350.00/oz in 2014, $1,397.50/oz in 2015, $1,375.00/oz in 2016,
$1,350.00/oz in 2017 and $1,300.00/oz long-term, a gold silver ratio of
63:1 and foreign exchange rates of 1.00 Canadian dollars and 13 Mexican
pesos to the US dollar.

3. Proportion of Qualifying Foreign Estimates Underpinning Production
Target and Forecast Financial Information

The production targets and forecast financial information are
underpinned solely by qualifying foreign estimates. It is expected that
the cash flow estimate of $760 million over the next five years will be
derived solely from the production targets stated in this report.

4. Competent Person’s statement in relation to ASX Listing Rules 5.16

A competent person has not done sufficient work to classify the foreign
estimates on which the production targets are based as mineral
resources or ore reserves in accordance with the JORC Code and it is
therefore uncertain that following evaluation and/or further
exploration work that the foreign estimates will be able to be reported
as mineral resources or ore reserves in accordance with the JORC Code.

However, Mr Gabriel Voicu, has confirmed that the information above that
has been provided under ASX Listing Rules 5.16 and 15.17 is an accurate
representation of the available data and studies for the various
material mining projects of Primero as certified by NI 43-101 compliant
reports. Mr. Voicu is the VP, Geology & Exploration of Primero and a
Member of the Association of Professional Geoscientists of Ontario
(APGO), Canada. Mr Voicu consents to the inclusion in the report of the
matters based on his information in the form and context in which it
appears.

SOURCE Brigus Gold Corp.

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