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Mar 31, 2008 06:59 ET
Metallica Resources, New Gold and Peak Gold Announce Proposed US$1.6 Billion Business Combination to Create a New Intermediate Gold Company
VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 31, 2008) - Metallica Resources Inc. ("Metallica Resources") (TSX:MR) (AMEX:MRB), New Gold Inc. ("New Gold") (TSX:NGD) (AMEX:NGD), and Peak Gold Ltd. ("Peak Gold") (TSX VENTURE IK) are pleased to announce they have signed a letter agreement to complete a business combination (the "Transaction"), creating a new globally diversified intermediate gold company with a market capitalization of approximately US$1.6 billion. The combined company, to be called New Gold Inc., will own three operating gold mines in Australia, Brazil and Mexico, and have a strong balance sheet to fund development stage projects in Canada and Chile, including the New Afton mine, which is scheduled to commence production in late 2009. All of the combined company's mines are located within attractive mining jurisdictions. All dollar figures are in Canadian dollars, unless otherwise stated.
Highlights of the Transaction
The Transaction creates a new intermediate gold company with operating cash flow and an impressive pipeline of development stage assets. Upon completion of the Transaction, the combined company will have:
- Proven and probable gold reserves of 3.2 million ounces, measured and indicated gold resources of 4.9 million ounces and inferred gold resources of 3.0 million ounces;
- Proven and probable silver reserves of 65.3 million ounces, measured and indicated silver resources of 15.8 million ounces and inferred silver resources of 2.6 million ounces;
- Proven and probable copper reserves of 986 million pounds, measured and indicated copper resources of 2.5 billion pounds and inferred copper resources of 918 million pounds;
- Estimated gold production of approximately 297,000 ounces in 2008 expected to increase to 335,000 ounces in 2009;
- Production growth through the development of New Afton, El Morro and the exploration of the combined company's extensive land positions;
- Estimated cash costs of approximately US$340 per ounce of gold, net of by-product credits, in 2008;
- Aggressive growth strategy funded by approximately $500 million in cash and short-term investments (including the potential cash proceeds from the exercise of in-the-money options and warrants), $120 million in investments, and significant operating cash flow;
- Proven board of directors with experience financing, developing and operating open pit and underground mines; and
- Significant leverage to the current gold price environment through unhedged production.
Upon completion of the Transaction, the combined company will have approximately 235 million common shares issued and outstanding plus in-the-money options and warrants, of which former Metallica Resources shareholders will own 45.7% and former Peak Gold shareholders will own 37.8% of the combined company.
Management and Directors
Upon completion of the Transaction, Robert Gallagher, currently Chief Executive Officer of Peak Gold, will assume that role for the combined company. The board of directors will be composed of Clifford Davis, Robert Gallagher, Pierre Lassonde, Craig Nelsen, Paul Sweeney and Ian Telfer.
Richard Hall, President and Chief Executive Officer of Metallica Resources, stated: "The diversified production profile of the combined company, the financial resources to fund the development of the El Morro project and the proven experience of the board of directors makes this a compelling opportunity. We are excited about the prospects for growth and the opportunities this transaction presents for all of Metallica Resources' stakeholders."
Clifford Davis, Chairman and Chief Executive Officer of New Gold, added: "This merger adds immediate gold production and positive cash flow to the company during the New Afton mine development period. It provides the financial resources to fund the capital requirements of the company and ensures that the New Afton mine will become a significant contributor to the long-term success of the new combined entity."
Robert Gallagher, President and Chief Executive Officer of Peak Gold, added: "This merger increases our exposure to the current commodity price cycle and adds significantly to Peak Gold's long-term production profile. The financial strength of the pooled balance sheets and the expertise of the management teams will allow the combined company to pursue global growth opportunities and fill the void in the intermediate gold producer segment of the market. This merger will increase overall shareholder value and provide greater sustainability and growth for the future. We are excited about the opportunities this transaction presents to our collective shareholders and see it as a step towards building a superior intermediate gold mining company."
Compelling Combination
The combination will bring significant benefits to each of the companies and their shareholders. The boards of directors of Metallica Resources, New Gold and Peak Gold have each unanimously supported the proposed combination.
For Metallica Resources, the Transaction:
- Diversifies gold production with multiple producing mines;
- Enhances production growth profile in the medium term;
- Provides shareholders with a significant stake in the combined company; and
- Ensures availability of the necessary funding for the development of El Morro.
For New Gold, the Transaction:
- Adds quality assets to New Gold's long-term growth plan;
- Delivers immediate cash flows from producing gold mines;
- Increases New Gold's leverage to the current price environment; and
- Provides sufficient funding to bring the New Afton project into production.
For Peak Gold, the Transaction:
- Improves production profile through diversification of producing assets;
- Significantly increases reserves and resources;
- Increases exposure to the strong commodity cycle;
- Broadens value growth spectrum with development and exploration stage assets; and
- Provides shareholders with a significant stake in the combined company.
Management and the board of directors of all three companies believe the Transaction will provide the shareholders of each company the opportunity to participate in the future growth of a larger and more established company with a broader range of prospects, a more diversified asset base and a management team with the ability to execute.
Transaction Details
The Transaction is subject to the completion of confirmatory due diligence, definitive documentation, regulatory approvals and obtaining a minimum two-thirds shareholder approval at special meetings of the shareholders of each of Metallica Resources and Peak Gold and majority approval at a special meeting of the shareholders of New Gold. The obligations of Metallica Resources and Peak Gold are also conditional upon New Gold obtaining waivers or amendments to certain terms and conditions of its $237 million unsecured series D notes.
Under the terms of the Transaction, shareholders of Metallica Resources will receive 0.9 common share of New Gold for each common share of Metallica Resources held (the "Metallica Resources Exchange Ratio"). Each outstanding Metallica Resources convertible security will entitle the holder thereof to receive a convertible security of New Gold which will, upon conversion, be converted into that number of common shares of New Gold based on the Metallica Resources Exchange Ratio. Based on the closing price of New Gold shares as at March 28, 2008, the trading day prior to the announcement of the Transaction, the offer values Metallica Resources at $751 million on a fully diluted in-the-money basis. This represents a premium of:
- 12.7% to Metallica Resources' closing price on March 28, 2008, the trading day prior to the announcement
- 25.5% to the 20-day volume weighted average price of Metallica Resources and New Gold shares prior to the announcement
Shareholders of Peak Gold will receive 0.1 common share of New Gold for each common share of Peak Gold held (the "Peak Gold Exchange Ratio"). Each outstanding Peak Gold convertible security will entitle the holder thereof to receive a convertible security of New Gold which will, upon conversion, be converted into that number of common shares of New Gold based on the Peak Gold Exchange Ratio. Based on the closing price of New Gold shares as at March 28, 2008, the trading day prior to the announcement of the Transaction, the offer values Peak Gold at $622 million on a fully diluted in-the-money basis. This represents a premium of:
- 14.9% to Peak Gold's closing price on March 28, 2008, the trading day prior to the announcement
- 13.9% to the 20-day volume weighted average price of Peak Gold and New Gold shares prior to the announcement
Board of Directors' Recommendations
The board of directors of each company have received a fairness opinion with respect to the Transaction consideration (subject to the completion of definitive documentation) and are recommending approval of the Transaction by their respective shareholders. The respective boards of directors have unanimously approved the Transaction. All of the directors and senior officers of each of Metallica Resources, New Gold and Peak Gold have indicated that they intend to vote their respective shares of Metallica Resources, New Gold and Peak Gold in favour of the Transaction.
The letter agreement includes a commitment by each of Metallica Resources, New Gold and Peak Gold not to solicit alternative transactions to the proposed Transaction. In the event that a party enters into an agreement to effect an acquisition proposal that is different from the Transaction, then such party is obligated to pay to the other parties an aggregate amount equal to $22 million in the event Metallica Resources is the terminating party, $8 million in the event New Gold is the terminating party, and $18 million in the event Peak Gold is the terminating party as a termination payment. Each party has also been provided with certain other rights customary for a transaction of this nature, and New Gold has the right to match competing offers made to Metallica Resources or Peak Gold.
Transaction Structure
The Transaction is expected to be structured as a plan of arrangement under the Canada Business Corporations Act between Metallica Resources and a newly formed, wholly-owned subsidiary of New Gold and as a plan of arrangement under the Business Corporations Act (British Columbia) between Peak Gold and a newly formed, wholly-owned subsidiary of New Gold.
Advisors and Counsel
Metallica Resources' financial advisor is Canaccord Capital Corporation and its counsel is Stikeman Elliott LLP. New Gold's financial advisors are GMP Securities L.P. and Macquarie Capital Markets Canada Ltd. and its counsel is Fraser Milner Casgrain LLP. Peak Gold's financial advisor is Paradigm Capital Inc. and its counsel is Cassels Brock & Blackwell LLP.
Conditions
The Transaction is subject to the entering into of definitive agreements among the parties on or before May 9, 2008, the preparation and mailing of a joint information circular, and the holding of special meetings of each company's shareholders. The parties expect to complete and mail the joint information circular in early June 2008 and plan to hold the special meetings in late June 2008. The Transaction is expected to close in early July 2008.
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