VANCOUVER, Oct. 3, 2011 /PRNewswire/ - (All figures in US
dollars except where noted) As previously announced, Northgate
Minerals Corporation (the "Company") (TSX: NGX) (NYSE Amex: NXG)
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).
SOURCE Northgate Minerals Corporation