• Premium of 23%to the closing price and 29%to the 20-day volume-weighted-average price, respectively, on November 8, 2021 for Pretivm shareholders
  • Option to select cash or Newcrest shares, subject to proration
  • Opportunity to retain exposure to Brucejack, while gaining exposure to Newcrest’s diversified portfolio of high-quality, long life, tier one assets
  • Newcrest is a respected partner of the First Nations in northwest British Columbia
  • Newcrest intends to pursue growth with continued investment in Brucejack
  • Offer unanimously recommended by Pretivm’s Board of Directors
  • Investor conference call at 3:30 pm PT (6:30 pm ET) November 8, 2021

VANCOUVER, British Columbia, Nov. 08, 2021 (GLOBE NEWSWIRE) -- Pretium Resources Inc. (TSX/NYSE: PVG) (“Pretivm” or the “Company”) today announced that it has entered into a binding agreement (the “Arrangement Agreement”) with Newcrest Mining Limited (ASX/TSX/PNGX: NCM) (“Newcrest”) under which Newcrest has agreed to acquire all of the outstanding shares of Pretivm that it does not already own (the “Transaction”). Pursuant to the transaction, Pretivm shareholders will have the option to elect to receive C$18.50 per Pretivm share in cash or 0.8084 Newcrest shares per Pretivm share, representing share consideration of C$18.50 based on the Canadian dollar equivalent of the 5 day volume-weighted-average-price (VWAP) of Newcrest shares on the Australian Securities Exchange (ASX) ending on November 8, 2021, subject to proration to ensure aggregate cash and Newcrest share consideration each represent 50% of total transaction consideration (the “Transaction Price”). Pretivm shareholders who do not elect cash or Newcrest shares (subject to proration) will receive default consideration of C$9.25 per Pretivm share in cash and 0.4042 Newcrest shares per Pretivm share.

The Transaction Price represents a premium of 23% and 29% to the closing price and the 20-day VWAP, respectively, of Pretivm’s shares on the TSX as at November 8, 2021. The total equity value pursuant to the Transaction is approximately C$3.5 billion on a fully diluted basis. Newcrest currently owns approximately 4.8% of Pretivm’s shares. If consummated, the Transaction would result in Pretivm shareholders owning approximately 8% of Newcrest, on a fully diluted basis.

“The acquisition of Pretivm by Newcrest is an outstanding opportunity for the Company and its shareholders, employees, First Nations partners and the local communities in northwest British Columbia,” said Jacques Perron, President & CEO of Pretivm. “The Transaction delivers an immediate and compelling premium for Pretivm shareholders that reflects the excellent work of our employees and contractors in developing and operating the Brucejack gold mine, while also offering an opportunity to benefit from potential upside as Newcrest shareholders.”

“With this acquisition, Brucejack will join Newcrest’s portfolio of tier one assets, mitigating the inherent risks associated with ownership of a single-asset mining company. Moreover, Newcrest has the financial means and the intention of maximizing the long-term potential of the Brucejack Mine and the district scale opportunities in the surrounding Brucejack property. Newcrest and Pretivm have complementary corporate cultures and values, with a focus on safety, employee development and ESG. We believe our employees, First Nations partners and community partners will be very well-positioned to succeed and develop under Newcrest’s world-class stewardship.”

Details of the Transaction

The Transaction, which is not subject to a financing condition, will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by (i) the holders of Pretivm’s common shares and (ii) holders of options to acquire shares of Pretivm, voting together as a single class, at a special meeting of Pretivm securityholders to be held to consider the Transaction (the “Special Meeting”). In addition to approval by Pretivm shareholders and optionholders, the Transaction is also subject to the receipt of court approval, regulatory approvals including approval under the Investment Canada Act and competition clearances in Canada, and other customary closing conditions for transactions of this nature. The Transaction is expected to be completed in the first quarter of 2022.

The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Pretivm and a right for Newcrest to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$125 million, payable by Pretivm, under certain circumstances (including if the Arrangement Agreement is terminated in connection with Pretivm pursuing a Superior Proposal). The directors and senior officers of Pretivm, owning in aggregate approximately 0.2% of Pretivm’s voting securities have agreed to vote all the shares and options they own or control in favour of the Transaction.