All amounts are expressed in Canadian dollars, unless otherwise indicated
TSX: IMG NYSE: IAG
TORONTO, April 27, 2012 /PRNewswire/ - IAMGOLD Corporation (TSX: IMG) (NYSE: IAG) ("IAMGOLD" or "the Company") and Trelawney Mining and Exploration Inc. (TSX Venture:TRR)("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 Côté Lake Deposit located adjacent to the Swayze Greenstone Belt in northern Ontario.
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 Côté 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 Côté 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." Transaction Highlights
- 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 producing region
- Expands geographic footprint in one of the world's friendliest mining jurisdictions
- Provides a more geographically balanced portfolio, where Canada will account for 35% of the resource base compared to 18% pre-acquisition 2
- Significant exploration/expansion potential near current resource
- Large 516km 2 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
- 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 66⅔% 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.
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