Jul 17 2010
Thompson Creek Metals Company Inc. ("Thompson Creek") (NYSE: TC and TSX:TCM) and Terrane Metals Corp. ("Terrane") (TSX Venture:TRX) jointly announce that they have entered into a definitive agreement pursuant to which Thompson Creek will acquire all of the issued and outstanding equity of Terrane.
The transaction will be implemented by way of a court-approved plan of arrangement under British Columbia law (the "Arrangement"). Thompson Creek has also concurrently entered into an agreement with Royal Gold, Inc. ("Royal Gold") with respect to the purchase and sale of 25% of the life of mine gold production (the "Gold Stream Transaction") from Terrane's Mt. Milligan Copper Gold Project ("Mt. Milligan").
Under the Arrangement, holders of Terrane shares will receive C$0.90 in cash and 0.052 Thompson Creek common shares per Terrane share. The consideration implies an offer value of C$1.41 per Terrane share based on Thompson Creek's closing price on the Toronto Stock Exchange ("TSX") of C$9.90 per share on July 14, 2010. The consideration represents a premium of approximately 35% based on the volume weighted average trading prices of Thompson Creek and Terrane on the TSX and TSX Venture, respectively, for the 20 trading days ended July 14, 2010, and a premium of 21% to Terrane's closing price of C$1.17 per share on the same day. The total value of the consideration offered to the shareholders of Terrane is approximately C$650 million.
Kevin Loughrey, Chairman and Chief Executive Officer of Thompson Creek, stated: "The acquisition of Terrane fits well in our strategic growth plan, providing us with clear production and revenue growth while diversifying our commodity exposure, all in a project with mining and milling processes, and a regulatory environment, with which we have considerable experience. We are utilizing a portion of cash on our balance sheet and our current cash generating capacity from existing operations while capitalizing on financing opportunities available through the Gold Stream Transaction. The upside from our existing asset base has been retained for our shareholders while structuring a transaction that we believe will be highly accretive on a cash flow basis once Mt. Milligan is in production. We believe with our Endako expansion, and now the Mt. Milligan project, we have substantially improved Thompson Creek's growth profile."
Rob Pease, President and Chief Executive Officer of Terrane, stated: "We are pleased to join forces with Thompson Creek. Their financial depth, combined with the Royal Gold transaction, provides a clear path to complete funding of Mt. Milligan. Combined with their proven development and operating capabilities, this transaction has the opportunity to unlock the value of Mt. Milligan for all shareholders. Thompson Creek is committed to responsible development and mining and has an excellent track record of working cooperatively with host governments and communities wherever they operate, including British Columbia."
Chuck Jeannes, President and Chief Executive Officer of Goldcorp Inc. ("Goldcorp"), stated: "The Terrane management team has done an outstanding job in advancing Mt. Milligan towards development. The transaction with Thompson Creek provides a meaningful cash return for Terrane shareholders, while providing an opportunity to participate in the future success of Mt. Milligan through a combined, diversified, high growth base metals producer."
The transaction has been unanimously approved by the board of directors of Terrane following the report and favourable unanimous recommendation of a special committee of independent directors (the "Special Committee"). In doing so, the board of directors of Terrane determined that the Arrangement is fair to its shareholders and in the best interests of Terrane and authorized the submission of the Arrangement to the shareholders of Terrane for their approval at a special meeting of shareholders.
Goldcorp has entered into a support arrangement with Thompson Creek under which it has agreed to vote in favour of the transaction. Goldcorp holds approximately 240.0 million preference shares and approximately 27.3 million common shares. Each preference share can, at the election of Goldcorp, be exchanged for one common share of Terrane. On a combined basis, Goldcorp's shares represent approximately 58% of the outstanding voting equity of Terrane. In addition, certain officers and directors of Terrane holding approximately 1% of the common shares in aggregate have entered into support agreements.
The board of directors of Terrane was advised by National Bank Financial Inc. ("National Bank Financial") as financial advisor and Lang Michner LLP as legal advisor. The Special Committee was advised by Scotia Capital Inc. ("Scotia Capital") as financial advisor and Fraser Milner Casgrain LLP as independent legal advisor. Each of National Bank Financial and Scotia Capital has concluded that as of July 14, 2010, the consideration to be received under the arrangement is fair, from a financial point of view, to the holders of common shares of Terrane. A copy of the National Bank Financial and Scotia Capital fairness opinions and the factors considered by the board of directors and Special Committee in approving the Arrangement, and other relevant background information will be included in the management information circular that will be sent to shareholders of Terrane in connection with the special meeting to consider the Arrangement.
The transaction has been unanimously approved by the board of directors of Thompson Creek based upon, among other things, an oral fairness opinion from RBC Capital Markets. In doing so, the board of directors of Thompson Creek determined that the Arrangement is fair to its shareholders and in the best interests of Thompson Creek. The board of directors delegated the authority to provide final approval for the transaction to its executive committee.
Benefits to Thompson Creek Shareholders
The acquisition of Terrane is expected to provide the following benefits to shareholders of Thompson Creek:
- Mt. Milligan offers diversification beyond Thompson Creek's current asset base of primary molybdenum deposits with the pro forma production profile providing for strong contributions from each of molybdenum, copper, and gold subsequent to the start-up of Mt. Milligan which is expected in 2013;
- The Gold Stream Transaction should allow shareholders to immediately capture value from gold production while providing funds for mine construction, retaining full leverage to base metal production and maintaining significant gold by-product credits;
- The combined business should have the ability to finance its strong combined project pipeline without equity dilution, which would generate significant production growth by 2013 when the Endakoexpansion and Mt. Milligan projects are expected to be completed; and
- Going forward, Thompson Creek should have avenues for future exploration and growth with a broader suite of earlier stage projects, including Mt. Emmons, Davidson and Berg that can be prioritized optimally for development and value creation.
Benefits to Terrane Shareholders
The transaction should provide the following benefits to shareholders of Terrane:
- Participation in a well-funded, diversified base metals producer, including ongoing exposure to Mt. Milligan, through the share component of the offer;
- Access to Thompson Creek's proven development and construction expertise, and significantly greater financial resources to build and operate Mt. Milligan; and
- Delivery of an attractive premium with a meaningful cash component.
Overview of Mt. Milligan
Mt. Milligan is a construction-ready growth project. This transaction establishes Thompson Creek as a diversified, high growth base metals producer with a meaningful gold by-product. Terrane has a highly qualified and experienced management team; it is expected that many of these individuals will be retained by Thompson Creek.
Upon closing, Thompson Creek will assume 100% ownership of Mt. Milligan, located approximately 150 km north-east of Thompson Creek's existing Endako Mine. Mt. Milligan contains proven reserves of 274.6 million tonnes averaging 0.21% Cu and 0.44 g/t Au and probable reserves of 207.8 million tonnes averaging 0.19% Cu and 0.32 g/t Au, for a total proven and probable reserves of 482.4 million tonnes averaging 0.20% Cu and 0.39 g/t Au, totalling 2.1 billion pounds of contained copper and 6.0 million ounces of contained gold. Mineral reserves were calculated at US$4.10/t Net Smelter Return cut-off. Mt. Milligan has received an Environmental Assessment (EA) Certificate and a Mines Act Permit from the Province of British Columbia and the Environmental Assessment (EA) approval from the Government of Canada.
Mt. Milligan will be a conventional truck-shovel open pit mine with a 60,000 tpd copper flotation process plant. The average annual production over the 22 year estimated mine life is expected to be 81 million pounds of copper and 194,000 ounces of gold (see Terrane press release October 13, 2009). Mt. Milligan is expected to provide approximately 400 direct permanent jobs and significant long-term economic benefits for the region.
Thompson Creek intends to fund the remaining Mt. Milligan construction costs over approximately the next two and a half years from a combination of (i) pro forma combined cash balances, as adjusted for the April 16, 2010 Terrane equity offering, of approximately $178 million (all amounts in U.S. dollars, unless otherwise noted), (ii) the $311.5 million of proceeds from the Gold Stream Transaction, (iii) up to $250 million of debt finance in the form of equipment financing and a potential bank credit facility, (iv) internal cash generation, and (v) potential warrant proceeds including Thompson Creek's existing warrants due in 2011 (potential proceeds of C$220 million) as well as the Terrane warrants due in 2011 and 2012 that will remain outstanding (potential net proceeds of approximately C$27 million).
In June 2010, Terrane initiated the first phase of construction with a road contract and entered into a letter of intent with AMEC Americas Limited and Fluor Canada Ltd. to provide engineering, procurement and construction management services. Purchase orders have been made for long lead time items for the process plant and power supply equipment. Current development timelines are targeting the commissioning of the mine and mill complex in 2013.