All amounts are expressed in Canadian dollars, unless otherwise indicated.
IAMGOLD Corporation (TSX:IMG)(NYSE:IAG) ("IAMGOLD" or "the Company") and
Trelawney Mining and Exploration Inc. (TSX VENTURE:TRR)(FRANKFURT:RTW)
("Trelawney") today announced that they have entered into a definitive agreement
(the "Agreement") whereby IAMGOLD will acquire, through a plan of arrangement,
all of the issued and outstanding common shares of Trelawney. Trelawney is a
Canadian junior mining and exploration company, focused on the development of
the Cote Lake Deposit located adjacent to the Swayze Greenstone Belt in northern
Under the terms of the Agreement, each Trelawney shareholder will receive $3.30
in cash for each Trelawney share held. The transaction price represents a 36.6%
premium based on Trelawney's 20-day volume weighted average price ("VWAP") for
the period ending April 26, 2012.
"The acquisition of Trelawney creates a larger and more geographically balanced
portfolio of long-life gold assets for IAMGOLD. This transaction provides an
accretive return on invested capital as we are effectively redeploying the cash
proceeds from the sale of non-core assets last year into a Canadian gold project
that significantly strengthens our future gold production profile. This is
consistent with our strategy to invest in development projects that we own and
operate so we can derive maximum benefit from leveraging our operational and
development expertise. Trelawney is an excellent strategic fit with our existing
Canadian portfolio and we look forward to advancing this promising property,"
stated Stephen Letwin, President and Chief Executive Officer of IAMGOLD.
Trelawney's President and Chief Executive Officer Greg Gibson said, "Over the
past three years, the Trelawney team has done a tremendous job in advancing the
Cote Lake Project to its current status. I want to take this opportunity to
thank all Trelawney employees for their contributions to the discovery and
advancement of Cote Lake into a world class gold deposit. I am very proud of our
success and the exceptional value that it has created for our shareholders. This
acquisition will reward our shareholders with a significant premium that
reflects this success."
-- Offers Trelawney shareholders an immediate and attractive premium
-- Large NI 43-101 resource open along strike and at depth
-- Indicated resource of 0.93 million ounces of contained gold(1)
-- Inferred resource of 5.94 million ounces of contained gold(1)
-- Increases IAMGOLD's inferred resources by 95% and measured and
indicated resources by 5%
-- Attractive location in northern Ontario's highly prospective gold
-- Expands geographic footprint in one of the world's friendliest
-- Provides a more geographically balanced portfolio, where Canada will
account for 35% of the resource base compared to 18% pre-
-- Significant exploration/expansion potential near current resource
-- Large 516km2 land package
-- Step-out drilling continues to expand mineralization
-- Financial strength
-- IAMGOLD and Trelawney have strong balance sheets with minimal debt
-- Timing of the potential development allows project to be funded from
internal cash flow and available credit facilities
-- Aligned with strategy to continue growing dividend payout
-- All cash transaction provides significant gold resource leverage with no
dilution to IAMGOLD shareholders
Trelawney's main asset is the advanced exploration Cote Lake Project, located in
Ontario, Canada. On February 24, 2012, Trelawney announced an updated mineral
resource estimate for Cote Lake, comprising 35 million tonnes at 0.82 g/t gold
for 0.93 million ounces of indicated resources and 204 million tonnes at 0.91
g/t gold for 5.94 million ounces of inferred resources. Mineralization at Cote
Lake has been intersected over a strike length of 1,200 metres, a horizontal
width of 100 - 300 metres and a depth extent of more than 500 metres(1).
Gordon Stothart, Executive Vice President and Chief Operating Officer of IAMGOLD
stated, "This project has the potential to become a large bulk tonnage
operation, with significant economies of scale at competitive cash costs. I'm
excited to have this asset as part of our portfolio. We believe the project has
the potential and scale to significantly contribute to our future production and
Terms of the Transaction
-- For each common share of Trelawney, IAMGOLD will pay $3.30 in cash.
-- The fully diluted in the money value of the transaction is approximately
$608 million with an enterprise value of $505 million net of cash.
-- Represents a 36.6% premium based on Trelawney's 20-day VWAP for the
period ending April 26, 2012.
-- Completion of the transaction is subject to customary conditions,
including court approvals, a favourable vote of at least 66 2/3% of the
holders of Trelawney common shares voted at a special meeting of
shareholders, and the receipt of all necessary regulatory approvals.
-- The definitive agreement includes a non-solicitation clause, right to
match covenants and provides for the payment of a $21 million break fee
to IAMGOLD under certain circumstances.
-- The transaction will be carried out via a plan of arrangement. Assuming
Trelawney shareholders approve the transaction at the special meeting
and final court approvals are obtained, the transaction is expected to
close by the end of June.
-- Shares held by IAMGOLD and shareholders who have agreed to voting
arrangements, including management and the Board of Directors, represent
approximately 13.3% of the current shares outstanding.
The transaction has been approved by the Board of Directors of IAMGOLD and the
Board of Directors of Trelawney following the unanimous recommendation of a
special committee comprising independent Trelawney directors. The Board of
Directors of Trelawney recommends that holders of Trelawney shares vote in
favour of the transaction. RBC Capital Markets has provided an opinion to the
Trelawney Board of Directors that the consideration to be received by Trelawney
shareholders under the transaction is fair, from a financial point of view, to
the Trelawney shareholders.
IAMGOLD's financial advisor is GMP Securities L.P. and its legal advisor is
Fasken Martineau DuMoulin LLP.
Trelawney's financial advisor is RBC Capital Markets and its legal advisor is
Stikeman Elliott LLP.
Conference Call and Webcast
IAMGOLD will hold a conference call and webcast to discuss the proposed
acquisition on Friday, April 27, 2012 at 8:30 a.m. (Eastern Daylight Time). A
webcast of the conference call will be available through the Company's website -
Conference Call Information: North America Toll-Free: 1-866-206-0240 or
International number: 1-646-216-7111, passcode: 34099898#.
A live and archived webcast will be available at IAMGOLD's website at
www.iamgold.com or Trelawney's website at www.trelawneymining.com.
IAMGOLD and Trelawney shareholders and other interested parties are advised to
read the materials relating to the proposed transaction that will be filed with
securities regulatory authorities in Canada when they become available. Anyone
may obtain copies of these documents when available free of charge at the
Canadian Securities Administrators' website at www.sedar.com.
A replay of this conference call will be available from April 27 to May 27 2012.
Access this replay by dialing: North America toll-free: 1-866-206-0173 or
International number: 1-646-216-7204, passcode: 272107#.
(1) Trelawney mineral resource on a 100% basis, based on current mineral
resource estimate. Refer below for complete reference to the Technical Report.
(2) Measured and indicated resources and inferred resources for IAMGOLD are
based on IAMGOLD's attributable share. Attributable mineral resources for
Trelawney are included at 92.5%. See footnote 1 above for the mineral resource
technical report reference.
Geoffrey Chinn P.Geo., Manager Resource Geology of IAMGOLD and David Beilhartz
P.Geo, Vice-President Exploration of Trelawney, both Qualified Persons as
defined under National Instrument 43-101, have reviewed and approved this
disclosure having current knowledge of the project.
Scientific and Technical Disclosure
For complete disclosure of the Trelawney mineral resource estimate refer to the
Technical Report on the Cote Lake Resource Update, Chester Property, Ontario,
Canada reported in accordance with National Instrument 43-101 requirements,
signed by W. Roscoe and B. Cook, Roscoe Postle Associates Inc., effective
February 24, 2012.
Resource and reserve estimates in accordance with the CIM definitions.
Investors are cautioned that mineral resources are not mineral reserves and do
not have demonstrated economic viability.
Forward Looking Statement
This news release contains forward-looking statements. All statements, other
than of historical fact, that address activities, events or developments that
the Company or Trelawney believes, expects or anticipates will or may occur in
the future (including, without limitation, statements regarding the expected
benefits of acquiring Trelawney, expected, estimated or planned gold and niobium
production, cash costs, margin expansion, capital expenditures and exploration
expenditures and statements regarding the estimation of mineral resources,
exploration results, potential mineralization, potential mineral resources and
mineral reserves) are forward-looking statements. Forward-looking statements are
generally identifiable by use of the words "may", "will", "should", "continue",
"expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or
the negative of these words or other variations on these words or comparable
terminology. Forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company's and Trelawney's ability to
control or predict, that may cause the actual results of the Company or
Trelawney to differ materially from those discussed in the forward-looking
statements. In respect of the Company, factors that could cause actual results
or events to differ materially from current expectations include, among other
things, without limitation, failure to complete the acquisition of Trelawney or
the failure to realize the benefits of such acquisition, to meet expected,
estimated or planned gold and niobium production, cash costs, margin expansion,
capital expenditures and exploration expenditures and failure to establish
estimated mineral resources, the possibility that future exploration results
will not be consistent with the Company's expectations, changes in world gold
markets and other risks disclosed in IAMGOLD's most recent Form 40-F/Annual
Information Form on file with the United States Securities and Exchange
Commission and Canadian provincial securities regulatory authorities. In respect
of Trelawney, factors that could cause actual results or events to differ
materially from current expectations include, among other things, the timing and
content of upcoming work programs, geological interpretations, receipt of
property titles, potential mineral recovery processes and other risks disclosed
in Trelawney's filings with Canadian provincial regulatory authorities. Any
forward-looking statement speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, the Company and
Trelawney disclaims any intent or obligation to update any forward-looking
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission limits disclosure for U.S.
reporting purposes to mineral deposits that a company can economically and
legally extract or produce. IAMGOLD uses certain terms in this presentation,
such as "measured," "indicated," or "inferred," which may not be consistent with
the reserve definitions established by the SEC. U.S. investors are urged to
consider closely the disclosure in the IAMGOLD Annual Reports on Forms 40-F. You
can review and obtain copies of these filings from the SEC's website at
http://www.sec.gov/edgar.shtml or by contacting the Investor Relations
IAMGOLD (www.iamgold.com) is a leading mid-tier gold mining company producing
approximately one million ounces annually from five gold mines (including
current joint ventures) on three continents. In the Canadian province of Quebec,
the Company also operates Niobec Inc., which produces more than 4.5 million
kilograms of niobium annually, and owns a rare earth element resource close to
its niobium mine. IAMGOLD is uniquely positioned with a strong financial
position and extensive management and operational expertise. To grow from this
strong base, IAMGOLD has a pipeline of development and exploration projects and
continues to assess accretive acquisition opportunities. IAMGOLD's growth plans
are strategically focused in certain regions in Canada, select countries in
South America and Africa.
Trelawney is a Canadian junior mining and exploration company with a
growth-oriented strategy focused on expanding its gold resources and developing
its Canadian mineral properties. The company's current focus is directed towards
the development and continued exploration of its Cote Lake Project, located in
This entire news release may be accessed via fax, e-mail, IAMGOLD's website at
www.iamgold.com and through CNW Group's website at www.newswire.ca. All material
information on IAMGOLD can be found at www.sedar.com or at www.sec.gov.
Si vous desirez obtenir la version francaise de ce communique, veuillez
consulter le http://www.iamgold.com/French/Home/default.aspx.