Taseko Mines Announces Friendly Acquisition of Curis Resources

Taseko Mines Announces Friendly Acquisition of Curis Resources

PR Newswire

(All amounts are expressed in Canadian dollars, unless otherwise
indicated)

VANCOUVER, Sept. 8, 2014 /PRNewswire/ – Taseko Mines Limited (TSX:TKO, NYSE
MTK:TGB) (“Taseko” or the “Company”) announces that it has entered into
a definitive agreement (the “Agreement”) whereby Taseko will acquire
all of the issued and outstanding common shares of Curis Resources Ltd.
(“Curis”) under a plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the “Transaction”). Curis is a mineral exploration
and development company whose principal asset is the Florence Copper
Project (“Florence”), an in situ copper recovery and solvent
extraction/electrowinning (“SX/EW”) project located adjacent to the
town of Florence in central Arizona, USA. The Florence deposit contains
approximately 2.4 billion pounds of copper reserves with an average
grade of 0.36% TCu, contained within a measured and indicated resource
of 2.8 billion pounds of copper with an average grade of 0.33% TCu.

Under the terms of the Agreement, each Curis shareholder will receive
0.438 of a Taseko common share for each Curis common share held (the
“Offer”), representing consideration of $1.055 per share based on
Taseko’s 20-day volume weighted average price (“VWAP”) for the period
ending September 5, 2014. The Offer represents a 21% premium to Curis’
20-day VWAP and a 31% premium to Curis’ 60-day VWAP, each for the
period ending September 5, 2014, and based on Taseko’s 20-day VWAP and
60-day VWAP during the same period. Following the completion of the
Transaction, Curis shareholders, excluding Taseko, will hold 12% of the
pro forma company, calculated using basic shares outstanding.

Russell Hallbauer, President and CEO of Taseko stated, “The addition of
the Florence Copper Project to Taseko continues to strengthen the
Company’s near-term development pipeline with an advanced-stage
project. The project is located in a favourable mining jurisdiction
with access to key infrastructure, including power, rail, natural gas
and roads. We believe our board and combined management teams have both
the permitting and technical experience to advance this opportunity to
production in a timely manner. From an operational perspective, Taseko
has the technical experience to effectively build and operate the
Florence SX/EW facilities. The SX/EW plant at our Gibraltar Mine, which
was restarted in 2007, is not unlike the facility which will be
constructed at Florence. If our Gibraltar plant was processing the same
oxide copper grade as Florence, it would produce at roughly half the
capacity of Florence.”

“Florence adds diversity to our pipeline of development projects. There
are very few copper projects in secure jurisdictions which have first
quartile operating costs, such as Florence, and the timing of
anticipated production from the project could be ideal for the next
copper price cycle. Florence’s low initial capital costs should allow
us to manage the project’s funding requirements through to production.”
continued Mr. Hallbauer.

“With our Aley Niobium Project also entering the environmental
assessment phase, we could potentially have two projects ready for
construction in the next 24 months. In an era with few economically
viable projects available, we are in an enviable position.” concluded
Mr. Hallbauer.

Commenting on the Transaction, David Copeland, President and CEO of
Curis stated, “With the announcement today of the acquisition of Curis
by Taseko, I believe there is an opportunity for shareholders of Curis
to benefit from both retained exposure to our Florence Copper Project
and Taseko’s continuing success in operating the Gibraltar Mine and
developing the New Prosperity and Aley Projects. The Transaction also
provides Curis shareholders with access to additional financial
resources to de-risk the funding of the Florence Copper Project,
ownership in a mature, cash flowing producer, as well as enhanced
trading liquidity and analyst coverage.”

Summary of the Transaction

The Transaction is structured as a plan of arrangement and subject to
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) since Taseko currently owns 12,916,667 common shares of
Curis, representing approximately 17.3% of Curis’ outstanding common
shares. The Transaction is subject to the approval of the Supreme
Court of British Columbia and (i) at least two-thirds of the votes cast
by Curis shareholders, (ii) two-thirds of the votes cast by Curis
shareholders and option holders voting as a single class, and (iii) a
majority of the votes cast by disinterested Curis shareholders (as
required by MI 61-101), at a special meeting of Curis shareholders,
which is expected to be held in October 2014. Prior to executing the
Agreement, the board of directors of Curis obtained a formal valuation
from Deloitte LLP as required by MI 61-101. The formal valuation was
prepared under the supervision of a special committee of the board of
directors of Curis consisting of independent directors (the “Special
Committee”) and will be included in the management information circular
to be mailed to Curis shareholders. All Curis shareholders will be
treated on the same basis and no additional consideration or benefit is
available to any Curis shareholder. All Curis option holders will
receive an amount of Taseko shares equal to the ‘in the money’ value of
their Curis options outstanding at the closing date, less any
applicable withholdings.

In addition to the aforementioned approvals, completion of the
Transaction is subject to other customary conditions, including the
receipt of all necessary regulatory approvals. The Transaction is
expected to close in October, 2014.

In the event that the Transaction is not completed, Curis has agreed to
pay Taseko a termination fee of $3 million, under certain
circumstances. Curis has also provided Taseko with certain other
customary rights, including a right to match any superior offers.

The Special Committee, following a review of the terms and conditions of
the Agreement and consideration of a number of factors unanimously
recommended the Transaction to Curis’ Board of Directors. The Special
Committee and the Board of Directors have received an opinion from
Paradigm Capital that as of the date of the opinion and subject to the
assumptions outlined therein, the consideration payable to Curis
shareholders (other than Taseko) under the transaction is fair, from a
financial point of view to Curis. Curis’ Board of Directors, after
receiving the recommendation of the Special Committee and advice from
its advisors (including the opinion from Paradigm Capital), has
unanimously determined that the Transaction is in the best interests of
Curis and is fair to Curis shareholders (other than Taseko) and will
recommend that Curis shareholders (other than Taseko) vote in favour of
the Transaction. All of the directors and senior officers of Curis have
entered into customary lock-up agreements with Taseko pursuant to
which, among other things, they have agreed to vote their shares in
favour of the Transaction.

As part of the Transaction, Taseko has agreed to provide US$2 million of
unsecured short-term financing pursuant to a convertible loan agreement
entered into by Taseko and Curis concurrent with the Agreement. The
proceeds of the loan are intended to ensure Curis has sufficient
liquidity to operate through closing of the Transaction. Taseko has the
right to convert any indebtedness outstanding under the convertible
loan into common shares of Curis at a price of $0.90 per Curis share.

About Curis and Florence Copper

Florence Copper’s March 2013 Pre-Feasibility Study outlines average
annual production of approximately 75 million pounds copper at average
cash operating costs of US$1.11 per pound with an initial capital
requirement of approximately US$210 million.

Florence Copper is engaged in the final stages of permitting for the
Phase 1 Production Test Facility (“PTF”) for an in-situ copper recovery
project in Arizona, USA. The PTF includes a 24-well in-situ recovery
well field and a state of the art solvent extraction/electrowinning
plant that will produce copper cathode. The PTF will assist in the
demonstration of the science and safety of the in-situ process and
provide an opportunity for the public to fully engage and understand
this modern copper extraction technology. Concurrently, Florence Copper
continues to advance engineering, testwork, environmental studies and
permitting for Phase 2 commercial operations.

Florence Copper Mineral Reserves and Resources

All Oxide in Bedrock
Category (at 0.05% TCu Cut-off) Million
Tons
%TCu
Grade
Billion lbs
Copper
Reserves Probable 340 0.36 2.44
Resources Measured 296 0.35 2.10
Indicated 133 0.28 0.74
Total M&I 429 0.33 2.84
Inferred 63 0.24 0.30

Note: Mineral reserves are contained within the measured and indicated
resources.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability.
Contained metal in mineral resources and reserves do not have
metallurgical recovery applied.

For further information on the 2013 Pre-Feasibility Study on the
Florence Copper Project, see Curis news releases dated February 13,
2013
and March 26, 2013 and the technical report which is filed under
Curis’ profile at www.sedar.com.

Advisors

Taseko’s financial advisor in relation to the Transaction is BMO Capital
Markets and its legal advisor is Dentons LLP. Curis’ financial advisor
in relation to the Transaction is Paradigm Capital Inc. and its legal
advisor is McCarthy T trault LLP.

Both Taseko and Curis are associated with Hunter Dickinson Inc. (“HDI”).

The technical information on Curis has been reviewed and approved by
David Copeland, P.Eng., Curis President and CEO, who is a qualified
person. The technical information on Taseko has been reviewed and
approved by John McManus, P.Eng., Chief Operating Officer, Taseko Mines
Limited, who is a qualified person.

Russell Hallbauer President and CEO

No regulatory authority has approved or disapproved of the information
contained in this news release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This document contains “forward-looking statements” that were based on
Taseko’s expectations, estimates and projections as of the dates as of
which those statements were made. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology
such as “outlook”, “anticipate”, “project”, “target”, “believe”,
“estimate”, “expect”, “intend”, “should” and similar expressions.

Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the Company’s actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking statements. These included but are not limited to:

  • whether the Transaction with Curis will successfully complete;
  • uncertainties and costs related to the Company’s exploration and
    development activities, such as those associated with continuity of
    mineralization or determining whether mineral resources or reserves
    exist on a property;
  • uncertainties related to the accuracy of our estimates of mineral
    reserves, mineral resources, production rates and timing of production,
    future production and future cash and total costs of production and
    milling;
  • uncertainties related to feasibility studies that provide estimates of
    expected or anticipated costs, expenditures and economic returns from a
    mining project;
  • uncertainties related to the ability to obtain necessary licenses
    permits for development projects and project delays due to third party
    opposition;
  • uncertainties related to unexpected judicial or regulatory proceedings;
  • changes in, and the effects of, the laws, regulations and government
    policies affecting our exploration and development activities and
    mining operations, particularly laws, regulations and policies;
  • changes in general economic conditions, the financial markets and in the
    demand and market price for copper, gold and other minerals and
    commodities, such as diesel fuel, steel, concrete, electricity and
    other forms of energy, mining equipment, and fluctuations in exchange
    rates, particularly with respect to the value of the U.S. dollar and
    Canadian dollar, and the continued availability of capital and
    financing;
  • the effects of forward selling instruments to protect against
    fluctuations in copper prices and exchange rate movements and the risks
    of counterparty defaults, and mark to market risk;
  • the risk of inadequate insurance or inability to obtain insurance to
    cover mining risks;
  • the risk of loss of key employees; the risk of changes in accounting
    policies and methods we use to report our financial condition,
    including uncertainties associated with critical accounting assumptions
    and estimates;
  • environmental issues and liabilities associated with mining including
    processing and stock piling ore; and
  • labour strikes, work stoppages, or other interruptions to, or
    difficulties in, the employment of labour in markets in which we
    operate mines, or environmental hazards, industrial accidents or other
    events or occurrences, including third party interference that
    interrupt the production of minerals in our mines.

For further information on Taseko, investors should review the Company’s
annual Form 40-F filing with the United States Securities and Exchange
Commission www.sec.com and home jurisdiction filings that are available at www.sedar.com.

SOURCE Taseko Mines Limited

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