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Primero to Acquire Brigus Gold and Create a Diversified, Americas Based Mid-Tier Gold Producer

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Primero to Acquire Brigus Gold and Create a Diversified, Americas Based Mid-Tier Gold Producer

 

 

 

 

 

 

Primero Mining Corp. (TSX:P) (NYSE:PPP) (ASX:PPM) and Brigus Gold Corp. (NYSE:BRD) (TSX:BRD) today announced that they have entered into an arrangement whereby Primero will acquire all outstanding common shares of Brigus pursuant to a plan of 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. In addition, Brigus shareholders will receive 0.1 of a common share in a newly incorporated company for each Brigus common share as part of the Arrangement. SpinCo will hold Brigus’ interests in the Goldfields project in Saskatchewan and the Ixhuatan 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
    costs(1), 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 Dimas(2);

--  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 group(1,2);

--  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 pricing(1,2,3);

--  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 costs(4);

--  Significantly increases reserves and measured and indicated resources;

--  Leverages Primero's underground mining technical expertise;

--  Provides accretive production and cash flow(2);

--  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 66 2/3% 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 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 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 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 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.

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.

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.

Posted December 16, 2013

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