Pan American Silver Corp. ("Pan American") (TSX: PAA)(NASDAQ: PAAS)
is pleased to announce that it has been advised by Kingsdale
Shareholder Services Inc. (the "Kingsdale") that an additional
5,403,461 common shares (the "Aquiline Shares") of Aquiline
Resources Inc. ("Aquiline") (TSX: AQI) have been deposited to Pan
American's extended offer to acquire all of the issued and
outstanding Aquiline Shares (the "Share Offer") (representing
approximately 6.7% of the Aquiline Shares issued and outstanding as
of December 22, 2009). Together with the Aquiline Shares owned by
Pan American prior to the making of the Share Offer, Pan American,
following the take up of Aquiline Shares deposited to the Share
Offer to date, owns 74,270,417 Aquiline Shares, representing
approximately 92.4% of the Aquiline Shares issued and outstanding
as at December 22, 2009.
In addition, Pan American has been advised by Kingsdale that an
additional 206,366 of Aquiline's February 2008 series of common
share purchase warrants and Aquiline's outstanding convertible
debenture have been deposited to Pan American's offers to acquire
each outstanding series of Aquiline's common share purchase
warrants (the "Aquiline Warrants") and the Aquiline convertible
debenture (together with the Share Offer, the "Offers"). As a
consequence, Pan American now owns 100% of the outstanding Aquiline
Warrants issued in October 2008 and 86.9% of the outstanding
Aquiline Warrants issued in February 2008.
All of the conditions to the Offers have been satisfied and,
accordingly, Pan American has taken up all Aquiline Securities
deposited to the Offers. The Offers expired in accordance with
their terms at 9:00 pm (Eastern time) on December 22, 2009.
Since the Share Offer has been accepted by the holders of more
than 90% of the Aquiline Shares, Pan American intends to exercise
its right to acquire the remaining approximately 6,094,955
outstanding Aquiline Shares pursuant to a compulsory acquisition
under the Business Corporations Act (Ontario). Pan American expects
to complete the compulsory acquisition within the next 90 days.
About Pan American
Pan American's mission is to be the world's largest and lowest
cost primary silver mining company by increasing its low cost
silver production and silver reserves. The Company has eight
operating mines in Mexico, Peru, Argentina and Bolivia.
About Aquiline
Aquiline is an exploration and development company advancing one
of the world's largest undeveloped silver deposits (Navidad), as
well as a gold/silver deposit (Calcatreu), both of which are
situated in southern Argentina, as well as a gold deposit in Peru
(Pico Machay).
Additional Information About The Transaction And Where To Find
It
In connection with the proposed transaction, Pan American has
filed a registration statement on Form F-80 with the United States
Securities and Exchange Commission (the "SEC"), including the
take-over bid circular (which constitutes the "prospectus" for U.S.
federal securities law purposes), letters of transmittal, notice of
guaranteed delivery and other information relating to the Offers,
including a notice of variation and extension filed on an Amendment
No. 1 to the Form F-80. Investors and security holders are urged to
read these documents and any other relevant documents filed by Pan
American with the SEC, as well as any amendments or supplements to
these documents because they will contain important information.
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 Pan American may be obtained free
of charge by directing such request to: Kingsdale Shareholder
Services at 1-888-518-6824 or from Pan American's website at
www.panamericansilver.com. Investors and security holders are urged
to read these documents before making any investment decision with
respect to the proposed transaction. Security holders who have
questions about the Offers can also contact Kingsdale. Kingsdale
has been retained by Pan American to act as Information Agent for
the Offers.
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. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements and information in this news release
constitute "forward looking statements" within the meaning of the
United States' Private Securities Litigation Reform Act of 1995 and
"forward looking information" within the meaning of applicable
Canadian provincial securities laws relating to Pan American,
Aquiline and their respective operations. All statements, other
than statements of historical fact, are forward looking statements.
These forward looking statements or information relate to, among
other things: the prospects for the compulsory acquisition of the
remaining Aquiline Shares that are not owned by Pan American. These
statements reflect the current views of Pan American with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by Pan
American are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed
or implied by such forward looking statements contained in this
news release and Pan American has made assumptions based on or
related to many of these factors. Such factors include without
limitation: the fluctuations in spot and forward markets for
silver, gold, base metals and certain other commodities (such as
natural gas, fuel oil and electricity); fluctuations in currency
markets (such as the Argentine peso, Peruvian sol, Mexican peso and
Bolivian boliviano versus the U.S. dollar); risks related to the
technological and operational nature of Pan American and Aquiline's
businesses, respectively; changes in national and local government,
permitting, legislation, taxation, controls or regulations and
political or economic developments in Canada, the United States,
Argentina, Mexico, Peru, Bolivia or other countries where Pan
American and Aquiline may carry on business in the future; risks
and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial
accidents, unusual or unexpected geological or structural
formations, pressures, cave-ins and flooding);
inadequate insurance, or inability to obtain insurance, to cover
these risks and hazards; employee relations; availability and
increasing costs associated with mining inputs and labor; the
speculative nature of mineral exploration and development,
including the risks of obtaining necessary licenses and permits;
diminishing quantities or grades of mineral reserves as properties
are mined; global financial conditions; business opportunities that
may be presented to, or pursued by Pan American or Aquiline; Pan
American's ability to complete and successfully integrate
acquisitions; challenges to Pan American's or Aquiline's title to
properties; litigation, the actual results of current exploration
activities, conclusions of economic evaluations, and changes in
project parameters to deal with unanticipated economic or other
factors; discrepancies between actual and estimated production,
price volatility, increased competition in the mining industry for
properties, equipment, qualified personnel, and their costs; and
those factors identified under the captions "Business Combination
Risks" in the take-over bid circular and "Risks Related to Pan
American's Business" in Pan American's most recent Form 40-F and
annual information form filed with the SEC and Canadian provincial
securities regulatory authorities and those factors identified
under the caption "description of business - risk factors" in
Aquiline's annual information form filed with certain Canadian
provincial securities regulatory authorities and elsewhere in
Aquiline documents filed from time to time with applicable
regulatory authorities. Investors are cautioned against attributing
undue certainty or reliance on forward-looking statements. Although
Pan American has attempted to identify important factors that could
cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated,
described or intended. Pan American does not intend, and does not
assume any obligation, to update these forward-looking statements
or information to reflect changes in assumptions or changes in
circumstances or any other events affecting such statements or
information, other than as required by applicable law.
Contacts: Pan American Silver Corp. (604) 684-1175
www.panamericansilver.com Aquiline Resources Inc. (416) 599-4133
www.aquiline.com