Copaur Minerals to acquire New Placer Dome
2021-12-03 16:49 ET - News Release
Also News Release (C-NGLD) New Placer Dome Gold Corp
Mr. Jeremy Yaseniuk of Copaur reports
COPAUR MINERALS AND NEW PLACER DOME GOLD CORP. ANNOUNCE TRANSACTION TO COMBINE TO ADVANCE PROPERTIES IN NEVADA AND BRITISH COLUMBIA
Copaur Minerals Inc. and New Placer Dome Gold Corp. have executed a binding letter agreement dated Nov. 30, 2021, pursuant to which Copaur Minerals will acquire all of the issued and outstanding common shares of New Placer Dome in an arm's-length transaction. The combination of Copaur Minerals and New Placer Dome will create a leading gold-copper exploration and development company with a portfolio of assets in two of North America's foremost mining districts, the Toodoggon/Golden Horseshoe mineral district of northeastern British Columbia and the Great Basin gold district of Nevada. The purpose of this transaction is to bring together a combination of technical expertise, leadership and financing capability. The combined company will have a stable platform for future growth. The management and advisers of the combined company have recently demonstrated the ability to create significant shareholder value by rapidly advancing projects and raising capital.
Transaction highlights
- Experienced leadership: The senior executive team, comprising directors, advisers and consultants, have extensive experience in capital raising. The combined company will be managed by an award-wining team of professionals who stand for technical excellence, painstaking project selection and uncompromising corporate governance, with the proven ability to generate significant shareholder appreciation.
- Liberty Gold Corp. in favour of transaction: Liberty Gold is a 15.3-per-cent shareholder of New Placer Dome and is in full support of the transaction and will remain a significant shareholder of the combined company with Cal Everett (Liberty Gold president and chief executive officer) remaining as an adviser.
- Enhanced market profile: The transaction creates a larger, well-financed gold-copper exploration company with an enhanced market and growth profile that is well positioned to benefit from exploration success across the combined portfolio of assets.
- Geographic diversification: The combined company will have a diverse, highly prospective portfolio of assets in two of North America's most prolific mining jurisdictions that provide the potential to pursue year-round exploration programs.
- Significant exploration upside: Significant upside potential through a combined multiasset exploration portfolio ranging from resource development to high-potential exploration, including gold-copper porphyry targets at the Williams gold-copper property and Carlin-style mineralization at the Kinsley Mountain project.
- Strong balance sheet: The combined company will be well capitalized to finance the advancement of the combined portfolio of assets through the combined cash balances of both companies and completion of a concurrent equity financing of a minimum of $5-million and up to a maximum of $15-million.
- Significant premium: An immediate and significant premium to the New Placer Dome shareholders of 61 per cent based on Nov. 30, 2021, close of nine cents and 55 per cent based on both companies' 20-day VWAPs (volume-weighted average price).
Copaur's chief executive officer Jeremy Yaseniuk commented: "This bold and strategic acquisition of New Placer Dome and its gold projects in Nevada, together with our 100-per-cent-owned Williams gold-Copper property in Northern British Columbia, will create an exciting new precious metals exploration company with a multiasset portfolio across two of North America's most prolific mining jurisdictions. The combined entity will be a larger company that is well funded following New Placer Dome's recent financing, and Copaur Minerals' substantial in-the-money warrant and option proceeds and the proposed concurrent financing. This will ensure the combined entity will have adequate capital to fund remaining asset option payments and rapidly advance the combined company's projects. With this enhanced balance sheet and capital market profile, the combined company will be better positioned to attract capital and pursue broader capital market initiatives."
New Placer Dome's chief executive officer Maximilian Sali commented: "We are pleased to be combining with Copaur Minerals, a group that we are confident has the expertise and resources to execute our vision and deliver value to our shareholders through exploration and expansion of the combined portfolio of properties in Nevada and British Columbia."
Share exchange
Under the terms of the letter agreement, New Placer Dome shareholders will receive, for each common share of New Placer Dome held, 0.1182 common share of Copaur Minerals. All existing share purchase warrants and stock options to acquire New Placer Dome shares will also be exchanged for share purchase warrants and stock options to acquire common shares of Copaur Minerals adjusted to reflect the exchange ratio, provided that the term of any options held by an existing option holder that will not be continuing as a director, officer, employee or consultant of Copaur Minerals postcompletion of the transaction will be subject to a maximum of 12 months. The share exchange represents a premium of 61 per cent to New Placer Dome shareholders based on the closing price of each company on the TSX Venture Exchange as of the market close on Nov. 30, 2021, and a 55-per-cent premium to the 20-day volume-weighted average price of each company on the TSX-V as of market close on Nov. 30, 2021. Upon completion of the transaction, New Placer Dome will become a wholly owned subsidiary of Copaur Minerals, and former shareholders of New Placer Dome will hold approximately 47 per cent of the shares of Copaur Minerals on an outstanding shares basis prior to the concurrent financing (as defined below).
Concurrent financing
In connection with and as a condition closing of the transaction, Copaur Minerals and New Placer Dome will combine their efforts to pursue a concurrent financing in Copaur Minerals, New Placer Dome or both of them, to raise gross proceeds of a minimum of $5-million and up to a maximum of $15-million at a price and on terms to be mutually agreed by the parties. Proceeds of the concurrent financing will be used to advance the exploration portfolio of the combined entity, for the remaining option payment on New Placer Dome's Kinsley Mountain property and for general working capital purposes. The terms of the concurrent financing will be approved in advance and in writing by both Copaur Minerals and New Placer Dome.
Financing for the Bolo property
Copaur Minerals will make available to New Placer Dome a $840,000 (U.S.) convertible loan to finance the continuing exploration work on the Bolo property and to meet the 2021 work expenditure commitment. The loan will be convertible at the sole election of Copaur Minerals into units of New Placer Dome at a price of eight cents per unit by Copaur Minerals providing written notice to New Placer Dome during the currency of the loan. Each unit will consist of one common share of New Placer Dome and one common share purchase warrant, with each warrant exercisable into one common share of New Placer Dome at a price of 12 cents per share for a period of 36 months.
Board and management team
The senior executive team and the board of directors of the combined company will draw from the extensive experience and expertise of both companies. It is proposed that a minimum of two seats on the board of Copaur Minerals will be available for New Placer Come representatives, subject to Copaur Minerals approving of the proposed nominees by New Placer Dome and such nominees complying with applicable corporate laws and the rules of the TSX-V in connection with such appointment, resulting in a board of up to seven directors. It is also contemplated that the management team will comprise the current management team of Copaur Minerals and certain additional key members of the management team of New Placer Dome.
Due diligence
In order to advance the transaction to the point where a definitive agreement can be negotiated, each of the parties will conduct customary due diligence on the other party and following completion of satisfactory due diligence reviews, the parties expect to negotiate and execute a definitive agreement on or before Jan. 21, 2022.
To expediate the due diligence process on behalf of Copaur Minerals, the Metals Group has been engaged to conduct technical due diligence on New Placer Dome's three Nevada properties.
New Placer Dome's board of directors has determined that, subject to satisfactory completion of due diligence, the proposed transaction is in the best interest of shareholders and has approved entering into the letter agreement. The proposed transaction is expected to be completed in late March, 2022, or such other date as the parties may agree. In addition to shareholder approval, the proposed transaction will be subject to applicable regulatory and court approvals and the satisfaction of other customary conditions.
Transaction structure and definitive agreement
The proposed transaction will be set out in mutually acceptable, negotiated, definitive transaction agreements, including the definitive agreement with New Placer Dome and voting and support agreements with all officers, directors and insiders of New Placer Dome, including any shareholder holding in excess of 10 per cent of the issued and outstanding common shares of New Place Dome. The definitive agreement will include customary provisions for transaction of this nature including representations and warranties, covenants, deal protections and conditions to closing, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposal and a termination fee as a result of New Placer Dome accepting a superior proposal or completing an alternative proposal within 12 months of termination of the transaction.
The transaction will be effected by way of a court approved plan of arrangement to be completed under the British Columbia Business Corporations Act. The proposed transaction will require the approval of (i) at least 66-2/3 per cent of the votes cast by the shareholders of New Placer Dome and (ii) at least 66-2/3 per cent of the votes cast by the shareholders of New Placer Dome and the holders of options and warrants, voting together as a single class, at a special meeting of New Placer Dome securityholders that will be called to consider the transaction. Upon completion of the transaction, the former shareholders of New Placer Dome will own approximately 47 per cent of the Copaur Minerals shares on an outstanding shares basis (prior to the concurrent financing). New Placer Dome's outstanding options and warrants will be exchanged for Copaur Minerals options and warrants, and adjusted in accordance with their terms such that the number of Copaur Minerals shares received upon exercise and the exercise price will reflect the consideration as described.
Upon completion of the transaction, New Placer Dome's shares will be delisted from the TSX Venture Exchange and it is expected that Copaur Minerals will apply to cause New Placer Dome to cease being a reporting issuer under applicable Canadian securities laws. Upon execution of the definitive agreement, the full details of the proposed transaction will be included in the management information circular to be filed with regulatory authorities and mailed to New Placer Dome shareholders in accordance with applicable securities laws. No finder's fee will be payable in connection with the transaction.
Qualified person
The scientific and technical information contained in this news release regarding Copaur Minerals has been reviewed and approved by Alvin Jackson, PGeo, a director of Copaur Minerals and a qualified person as defined in National Instrument 43-101.
The scientific and technical information contained in this news release as it relates to New Placer Dome has been reviewed and approved by Kristopher J. Raffle, PGeo (BC), principal and consultant of APEX Geoscience Ltd. of Edmonton, Alta., a director of New Placer Dome and a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the data disclosed which include a review of the sampling, analytical and test data underlying the information and opinions contained herein.
Copaur Minerals is a Canadian based TSX-V-listed copper-gold mining company whose primary asset is the 100-per-cent-owned Williams gold-copper property that spans across 5,159 hectares of land package in Northeastern British Columbia. Williams is a highly prospective exploration property which hosts a large, partially tested three-kilometre-by-two-kilometre gold-in-soil anomaly and an early stage 1.8-kilometre-wide copper porphyry target. Historical work on Williams includes 6,759 metres of diamond drilling over 31 holes, rock and soil sampling, trenching, and geophysical surveys. Copaur Minerals remains focused on continuing exploration at the property.
About New Placer Dome Gold Corp.
New Placer Dome Gold is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome's flagship Kinsley Mountain gold project, located 90 kilometres south of the Long Canyon mine (currently in production under the Newmont/Barrick joint venture, Nevada Gold Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and National Instrument 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 grams per tonne Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes). The Bolo project, located 90 km northeast of Tonopah, Nev., is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100 per cent of the Troy Canyon project, located 120 kilometres south of Ely, Nev. New Placer Dome is run by a strong management and technical team consisting of capital markets and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.