Northgate Minerals Corporation Provides Information Concerning Conversion Rights for Holders of the 3.50% Convertible Senior ...
30 9월 2011 - 10:48PM
PR Newswire (Canada)
VANCOUVER, Oct. 3, 2011 /CNW/ - (All figures in US dollars except
where noted) As previously announced, Northgate Minerals
Corporation (the "Company") has entered into an Arrangement
Agreement (the "Arrangement Agreement"), dated as of August 29,
2011, by and among the Company and AuRico Gold Inc. ("AuRico"),
pursuant to which, among other things and subject to the
satisfaction of certain conditions to effectiveness, AuRico will
acquire all of the issued and outstanding common shares of the
Company in accordance with a court-approved plan of arrangement of
the Company under the British Columbia Business Corporations Act
(the "Arrangement"). Assuming the Arrangement becomes effective,
each shareholder of the Company will receive 0.365 of an AuRico
common share for each common share of the Company. Currently,
the parties expect the effective date of the Arrangement to occur
on or about October 26, 2011. The Company has provided a notice to
holders (the "Holders") of the Company's 3.50% convertible senior
notes due 2016 (the "Convertible Notes") concerning their right to
convert the Convertible Notes. Prior to the effectiveness of the
proposed Arrangement, the Convertible Notes will be convertible
into common shares of the Company and upon the effectiveness of the
Arrangement the Convertible Notes (when convertible in accordance
with their terms) will be convertible into AuRico common shares.
The Company may, at its election, deliver cash or a combination of
cash and common shares, upon conversion in accordance with terms of
the Convertible Notes. Holders should also note that, because the
Company's and AuRico's obligations to consummate the Arrangement
are subject to various conditions set forth in the Arrangement
Agreement, the Company cannot be sure that the Arrangement will in
fact occur at the time expected above, or at all. This press
release is issued in accordance with the terms of the Convertible
Notes. * * * * * * * Northgate Minerals Corporation is a gold and
copper producer with mining operations, development projects and
exploration properties in the Americas and Australia.
Northgate currently owns and operates the Fosterville and Stawell
gold mines in Victoria Australia, and is building the
Young-Davidson gold mine in northern Ontario, which is scheduled to
commence production in 2012. * * * * * * * Cautionary Note
Regarding Forward-Looking Statements and Information: This
Northgate press release contains "forward-looking information", as
such term is defined in applicable Canadian securities legislation
and "forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995, concerning
Northgate's future financial or operating performance and other
statements that express management's expectations or estimates of
future developments, circumstances or results. Generally,
forward-looking information can be identified by the use of
forward-looking terminology such as "expects", "believes",
"anticipates", "budget", "scheduled", "estimates", "forecasts",
"intends", "plans" and variations of such words and phrases, or by
statements that certain actions, events or results "may", "will",
"could", "would" or "might", "be taken", "occur" or "be achieved".
Forward-looking information is based on a number of assumptions and
estimates that, while considered reasonable by management based on
the business and markets in which Northgate operates, are
inherently subject to significant operational, economic and
competitive uncertainties and contingencies. Northgate cautions
that forward-looking information involves known and unknown risks,
uncertainties and other factors that may cause Northgate's actual
results, performance or achievements to be materially different
from those expressed or implied by such information, including, but
not limited to gold and copper price volatility; fluctuations in
foreign exchange rates and interest rates; the impact of any
hedging activities; discrepancies between actual and estimated
production, between actual and estimated reserves and resources or
between actual and estimated metallurgical recoveries; costs of
production; capital expenditure requirements; the costs and timing
of construction and development of new deposits; and the success of
exploration and permitting activities. In addition, the factors
described or referred to in the section entitled "Risk Factors" in
Northgate's Annual Information Form for the year ended December 31,
2010 or under the heading "Risks and Uncertainties" in Northgate's
2010 Annual Report, both of which are available on the SEDAR
website at www.sedar.com, should be reviewed in conjunction with
the information found in this press release. Although Northgate has
attempted to identify important factors that could cause actual
results, performance or achievements to differ materially from
those contained in forward-looking information, there can be other
factors that cause results, performance or achievements not to be
as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate or that
management's expectations or estimates of future developments,
circumstances or results will materialize. Accordingly, readers
should not place undue reliance on forward-looking information. The
forward-looking information in this press release is made as of the
date of this press release, and Northgate disclaims any intention
or obligation to update or revise such information, except as
required by applicable law. Cautionary Note to US Investors
Regarding Mineral Reporting Standards: Northgate prepares its
disclosure in accordance with the requirements of securities laws
in effect in Canada, which differ from the requirements of US
securities laws. Terms relating to mineral resources in this press
release are defined in accordance with National Instrument
43-101-Standards of Disclosure for Mineral Projects under the
guidelines set out in the Canadian Institute of Mining, Metallurgy,
and Petroleum Standards on Mineral Resources and Mineral Reserves.
The Securities and Exchange Commission (the "SEC") permits mining
companies, in their filings with the SEC, to disclose only those
mineral deposits that a company can economically and legally
extract or produce. The Corporation uses certain terms, such as,
"measured mineral resources", "indicated mineral resources",
"inferred mineral resources" and "probable mineral reserves", that
the SEC does not recognize (these terms may be used in this press
release and are included in the Corporation's public filings which
have been filed with securities commissions or similar authorities
in Canada). Northgate Minerals Corporation CONTACT: Ms. Keren R.
Yun, Director, Investor RelationsTel: 416-216-2781Email:
ngx@northgateminerals.com Website: www.northgateminerals.com
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