Primero and Brigus announce mailing of information circulars and special meetings of shareholders

Primero and Brigus announce mailing of information circulars and special meetings of shareholders

PR Newswire

TORONTO, Jan. 31, 2014 /PRNewswire/ – Primero Mining Corp. (“Primero” or the “Company”) (TSX:P) (NYSE:PPP) and Brigus Gold Corp. (“Brigus”) (TSX:BRD) (NYSE:BRD) today jointly announced that their respective information circulars
(the “Information Circulars”) prepared in connection with the
previously announced arrangement, whereby Primero will acquire all
outstanding common shares of Brigus pursuant to a plan of arrangement
(the “Arrangement”), have been mailed to the respective shareholders of
Primero and Brigus.

The special meetings of Primero and Brigus shareholders (the “Meetings”)
are scheduled to be held on February 27, 2014, and the closing of the
Arrangement is expected to occur on or about March 5, 2014. Primero
shareholders are reminded to vote before the proxy cut-off of 5:00 p.m.
(Toronto time) on February 25, 2014. Brigus shareholders are reminded
to vote before the proxy cut-off of 11:00 a.m. (Halifax time) on
February 25, 2014.

All Primero and Brigus shareholders are encouraged to read their
respective Information Circulars with respect to the Arrangement, which
were mailed to Primero and Brigus shareholders of record as of January
27, 2014
and are available on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov. The Information Circulars contain a detailed description of the
Arrangement and a description of Primero after giving effect to the
Arrangement. The Boards of Directors of both Primero and Brigus have
each unanimously recommended that their shareholders vote in favour of
the Arrangement at the Meetings.

The consideration offered to Brigus shareholders by Primero represents a
45% premium to Brigus’ closing price, as at December 13, 2013 (the
prior trading day to the announcement of the Arrangement), on the
Toronto Stock Exchange and before ascribing any value to SpinCo.1

Proxy Solicitation

Kingsdale Shareholder Services Inc. has been retained by Primero and
Brigus as the information agent and proxy solicitor in connection with
the proposed transaction. Shareholders with questions can contact
Kingsdale Shareholder Services Inc. North American toll free:
1-866-228-2532, or via email at contactus@kingsdaleshareholder.com.

  1. Refer to Primero’s News Release dated December 16, 2013 titled “Primero
    to Acquire Brigus Gold and Create a Diversified, Americas Based
    Mid-Tier Gold Producer” available on SEDAR at www.sedar.com or www.primeromining.com.

About Primero

Primero Mining Corp. is a Canadian-based precious metals producer and
owns 100% of the San Dimas gold-silver mine and 100% of the Cerro del
Gallo gold-silver-copper development project in Mexico. Primero offers
immediate exposure to un-hedged, low cash cost gold production with a
substantial resource base in a politically stable jurisdiction. The
Company has intentions to become an intermediate gold producer by
building a portfolio of high quality, low cost precious metals assets
in the Americas.

Primero’s website is www.primeromining.com.

For further information, please contact:

Tamara Brown
VP, Investor Relations
Tel: (416) 814 3168
tbrown@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.

For further information, please contact:

Morgan Tyghe
Director of Investor Relations
Tel: (416) 214 9867
mtyghe@brigusgold.com

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
“expected”, “scheduled”, “has intentions to” 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 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 on or about March 5, 2014.
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 have
filed 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.

SOURCE Brigus Gold Corp.

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