CUSIP
No. 685921
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1
|
Name
of Reporting Persons.
I.R.S.Identification
Nos. of above persons (entities only).
IAMGOLD
Corporation
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|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC Use
Only
|
|
4
|
Source
of Funds (See Instructions)
WC
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|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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|
6
|
Citizenship
or Place of Organization
Canada
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
71,428,571
(1)
|
|
8
|
Shared
Voting Power
30,009,037
(2)
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9
|
Sole
Dispositive Power
71,428,571
(1)
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|
10
|
Shared
Dispositive Power
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
101,437,608
(3)
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
22.9%
(4)
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14
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Type
of Reporting Person (See Instructions)
CO
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(1)
|
Represents
common shares of Orezone Resources Inc. (“
Orezone
”) that
IAMGOLD Corporation (“
IAMGOLD
”) has
agreed to acquire by way of a private placement in accordance with the
Arrangement Agreement, described below, upon satisfaction or waiver of the
closing conditions for such private placement contained therein
and payment of the subscription
price.
|
|
(2)
|
Represents
common shares of Orezone that are subject to separate lock-up agreements,
described below, each dated December 10, 2008, between IAMGOLD and each of
Ronald Little, Michael Halvorson, Paul Carmel, David Netherway, Alain
Krushinsky, Pascal Marquis, Gregory Bowes, Niel Marotta, Sean Homuth,
Charles Taschereau, and MinQuest Fund I, L.P. (together, the “
Shareholders
”)
regarding shares beneficially owned or deemed to be beneficially owned by
the Shareholders (the “
Lock-up
Agreements
”). This Schedule 13D shall not be construed as an
admission by IAMGOLD that IAMGOLD is, for the purposes of
Section 13(d) of the Act, the beneficial owner of any of the common
shares of Orezone covered by the Lock-up
Agreements.
|
|
(3)
|
Includes
30,009,037 common shares of Orezone beneficially owned or deemed to be
beneficially owned by the Shareholders and subject to the Lock-up
Agreements.
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(4)
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Based
on 357,840,938 common shares of Orezone outstanding as represented by
Orezone in the Arrangement Agreement, described below, and assuming the
issuance of 13,002,308 common shares of Orezone issuable upon exercise of
a convertible debenture held by a Shareholder and upon the exercise of
options held by the Shareholders and the issuance of 71,428,571 common
shares of Orezone pursuant to the Private Placement, as described
below.
|
Item
1. Security and Issuer
This
statement relates to the common shares (the “
Common Shares
”) of
Orezone Resources Inc. (“
Orezone
”), a
corporation incorporated under the laws of Canada. The principal executive
offices of Orezone are located at 201-290 Picton Avenue, Ottawa, Ontario, K1Z
8P8, Canada.
Item
2. Identity and Background
(a) This
statement is being filed by IAMGOLD Corporation (“
IAMGOLD
”), a
corporation incorporated under the laws of Canada. The principal business of
IAMGOLD is the discovery and mining of precious metals.
(b) The
address of the principal office of IAMGOLD is 401 Bay Street, Suite 3200, P.O.
Box 153, Toronto, Ontario, M5H 2Y4, Canada.
(c) Set
forth in Schedule I to this Schedule 13D is the name, residence or
business address and present principal occupation or employment of each of
IAMGOLD’s executive officers and directors and the name, principal business and
address of any corporation or other organization in which such employment is
conducted.
(d) – (e)
During the last five years, neither IAMGOLD nor, to the knowledge of IAMGOLD,
any of the persons listed on Schedule I hereto, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f)
Except as otherwise indicated in Schedule I, each person listed in
Schedule I hereto is a citizen of Canada.
Item
3. Source and Amount of Funds or Other Consideration
On
December 10, 2008, IAMGOLD and Orezone entered into an Arrangement Agreement
(the “
Arrangement
Agreement
”, attached hereto as Exhibit 2.1). Pursuant to the
Arrangement Agreement, IAMGOLD and Orezone agreed to implement an arrangement
under Section 192 of the
Canada Business Corporations
Act
(the “
Arrangement
”) in
accordance with and subject to the terms and conditions of the Arrangement
Agreement and the plan of arrangement included therein, as amended by its terms
or upon the direction of the Ontario Superior Court of Justice (Commercial List)
(the “
Court
”).
Pursuant to the Arrangement, Orezone will apply to the Court for an Interim
Order (the “
Interim
Order
”), which will set out certain terms and conditions for Orezone
shareholder approval of an arrangement resolution approving the Arrangement (the
“
Arrangement
Resolution
”). Pursuant to the Interim Order, and in accordance with
applicable laws and Orezone’s articles of incorporation and bylaws, Orezone will
conduct a meeting of its shareholders to vote on the Arrangement Resolution. If
the shareholders of Orezone approve the Arrangement Resolution, Orezone will
submit the Arrangement to the Court and pursue a Final Order (the “
Final Order
”).
Following receipt of the Final Order and the consummation of the Arrangement,
each Common Share outstanding (other than those held by dissenting shareholders)
will be transferred to IAMGOLD in consideration for 0.08 of a fully paid and
non-assessable common share of IAMGOLD (a “
IAMGOLD Share
”) plus
a pro rata share of a new exploration company (“
New Orezone
”) for
each Orezone share. Orezone will become a wholly owned subsidiary of
IAMGOLD and will be delisted from the Toronto Stock Exchange and the NYSE
Alternext U.S. LLC. In addition, under the Arrangement, (i) each option to
purchase Common Shares issued under the 1997 stock option plan of Orezone,
whether or not vested, will be exchanged for an option to acquire IAMGOLD
Shares, subject to the terms of the Arrangement Agreement and (ii) each option
to purchase Common Shares issued under the 2008 stock option plan of Orezone
will remain outstanding in accordance with its terms which provide that such
option may be exercised by the holder thereof at any time up to and including
(but not after) the date that is 30 days after the effective time of the
Arrangement. Consummation of the Arrangement is subject to the satisfaction or
waiver of certain conditions, including, but not limited to: (i) approval
of the Arrangement by the shareholders of Orezone, (ii) obtaining the
Interim and Final Order from the Court, (iii) conditions related to
regulatory approvals, and (iv) other customary closing
conditions.
Pursuant
to the Arrangement Agreement, IAMGOLD has also agreed to purchase 71,428,571
common shares of Orezone on a private placement basis (the “
Private Placement
”),
at a price of CDN$0.28 per share for total gross proceeds of
CDN$19,999,999.88. The proceeds of the Private Placement will be used
to allow Orezone’s Essakane development activities to continue and for general
corporate purposes with a maximum of CDN$10 million being used to capitalize New
Orezone. The completion of the Private Placement is subject to the
issuance being completed in accordance with Canadian and U.S. law and approval
of the issuance and conditional listing by the Toronto Stock Exchange and other
customary regulatory approval. Upon completion of the Private
Placement, IAMGOLD will hold approximately 16.6% of the outstanding Common
Shares.
As
described in Item 4, to induce IAMGOLD to enter into the Arrangement Agreement,
each of the Shareholders entered into a Lock-Up Agreement, as described below,
the purpose of which is to facilitate the consummation of the Arrangement.
IAMGOLD did not pay any cash consideration to the Shareholders in exchange for
the Lock-up Agreements.
Item
4. Purpose of Transaction
(a) – (b)
As described in Item 3 above, and incorporated herein, this Schedule 13D
relates to the proposed acquisition of all of the Common Shares by IAMGOLD
pursuant to the terms of the Arrangement. To facilitate consummation of the
Arrangement and to support Orezone’s financing requirements pending its
consummation, IAMGOLD and Orezone entered into the Private Placement, as
described above, whereby Common Shares will be issued to IAMGOLD.
As an
inducement to IAMGOLD to enter into the Arrangement Agreement, and in
consideration thereof, certain directors, officers and shareholders (each a
“
Shareholder
”,
and together the “
Shareholders
”) of
Orezone entered into Lock-up Agreements, having similar form, with IAMGOLD, each
dated as of December 10, 2008 (the “
Lock-up Agreements
”,
each of which is attached hereto as Exhibits 2.2 through 2.12). Pursuant to
each such Lock-Up Agreement, the Shareholders will, among other things, not
directly or indirectly, through any officer, director, employee, representative
or agent of the Shareholder or its subsidiaries, (i) solicit, initiate,
facilitate or knowingly encourage certain alternative business combination
transactions or the initiation of any inquiries or proposals regarding such
transactions (each an “
Acquisition
Proposal
”), (ii) participate in any substantive discussions or
negotiations with any person (other than IAMGOLD or any of its affiliates)
regarding an Acquisition Proposal, (iii) approve, accept, endorse or
recommend, or propose publicly to accept, approve, endorse or recommend, any
Acquisition Proposal, or (iv) accept or enter into or publicly propose to
accept or enter into, any agreement, understanding or arrangement or other
contract in respect of an Acquisition Proposal.
The
Shareholders have also agreed not to vote or cause to be voted any Common Shares
in respect of any proposed action by Orezone or its shareholders or affiliates
or any other person in a manner that might reasonably be regarded as likely to
prevent or delay the successful completion of the Arrangement or the other
transactions contemplated by the Arrangement Agreement and the Lock-Up
Agreement. In the event that any transaction other than the Arrangement is
presented for approval of or acceptance by the shareholders of Orezone, the
Shareholders have agreed, among other things, not to, directly or indirectly,
vote in favor of, accept, assist or otherwise further the successful completion
of such transaction or purport to tender or deposit into any such transaction
any Common Shares.
Additionally,
each of the Shareholders agreed to duly complete and cause forms of proxy to be
delivered in support of the Arrangement prior to the Orezone shareholder
meeting. The Lock-up Agreements executed by the Shareholders expire on
termination of the Arrangement Agreement in accordance with its
terms.
Subject
to the terms and conditions of the Arrangement, at the Effective Time (as
defined in the Arrangement Agreement) all outstanding Common Shares will be
exchanged for 0.08 IAMGOLD Shares and common shares of New Orezone on
a pro rata basis. In addition, under the Arrangement, (i) each option to
purchase Common Shares issued under the 1997 stock option plan of Orezone,
whether or not vested, will be exchanged for an option to acquire IAMGOLD
Shares, subject to the terms of the Arrangement Agreement and, (ii) each option
to purchase Common Shares issued under the 2008 stock option plan of Orezone
will remain outstanding in accordance with its terms which provide that such
option may be exercised by the holder thereof at any time up to and including
(but not after) the date that is 30 days after the effective time of the
Arrangement.
(c) New
Orezone will hold all of the properties and non-cash assets of Orezone (other
than the Essakane project) and have cash and cash equivalents equal to an
aggregate maximum of $10,000,000 upon completion of the Arrangement. IAMGOLD
will, on completion of the Arrangement, hold a 16.6% interest in New Orezone
following the distribution of the common shares of New Orezone to Orezone
shareholders under the Arrangement.
(d) If
the Arrangement is consummated as planned, Orezone will become a wholly owned
subsidiary of IAMGOLD. IAMGOLD expects that it will reconstitute the board of
directors of Orezone as it deems necessary following the closing of the
Arrangement such that the board of Orezone will be comprised of officers and
directors of IAMGOLD.
(e) While
the Arrangement Agreement is in effect, Orezone may not issue, sell or pledge
any new shares or similar rights other than pursuant to the Arrangement
Agreement. Orezone may also not split, combine, or reclassify any shares in the
capital of Orezone or any Orezone subsidiary, nor may it declare, set aside or
pay any dividend or other distribution or payment in respect of Common
Shares.
(f) Upon
consummation of the Arrangement, IAMGOLD expects to work with Orezone’s
management to evaluate and review Orezone and its business, assets, corporate
structure, operations, properties and strategic alternatives, and to integrate
Orezone into IAMGOLD’s business units and market units. As a result of this
review and integration, it is possible that IAMGOLD could implement changes to
Orezone’s business or capitalization beyond the formation of, and spin-out of
certain assets to, New Orezone that could involve consolidating and streamlining
certain operations and reorganizing or disposing of other businesses and
operations.
(g) The
Arrangement Agreement contains customary non-solicitation covenants that impede
or may impede the ability of Orezone to engage in a transaction that would
entail a change of control of Orezone during the pendency of the Arrangement
Agreement. Following consummation of the Arrangement, Orezone will be a wholly
owned subsidiary, and therefore IAMGOLD will be able to block any acquisition of
control of Orezone by any other person.
(h) If
the Arrangement is consummated, the Common Shares will cease to be listed on the
Toronto Stock Exchange and the NYSE Alternext U.S., LLC.
(i) The
Common Shares will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Act.
(j) Other
than as described above, IAMGOLD currently has no plan or proposal which relates
to, or may result in, any of the matters listed in Items 4(a) – (i) of this
Schedule 13D (although IAMGOLD reserves the right to develop such
plans).
Except as
stated in the above response to this Item 4, neither IAMGOLD, nor to the
knowledge of IAMGOLD, any of the directors of executive officers of IAMGOLD
listed on Schedule I hereto, has any present plans or intentions which
would result in or relate to any of the actions described in subparagraphs (a)
through (j) of Item 4 of this Schedule 13D.
The
foregoing descriptions of the Arrangement Agreement and Lock-up Agreements do
not purport to be complete and are qualified in their entirety by reference to
such agreements, respectively, and such agreements are incorporated by reference
herein where references and descriptions of such agreements appear.
Item
5. Interest in Securities of the Issuer
(a) – (b)
IAMGOLD has agreed to acquire 71,428,571 Common Shares in accordance with the
Arrangement Agreement upon satisfaction or waiver of the closing conditions
contained therein and payment of the subscription price and is therefore deemed
to be the beneficial owner of such Common Shares. For the purposes of Rule 13d-3
promulgated under the Act, IAMGOLD may be deemed to be the beneficial owner of
an aggregate of 30,009,037 Common Shares in connection with the Lock-up
Agreements. Pursuant to the rights afforded to it under the Arrangement
Agreement and the Lock-up Agreements, IAMGOLD may be deemed to have the power to
control the vote of up to an aggregate of 101,437,608 Common Shares in favor of
approval of the Arrangement Resolution, and thus, for the purpose of Rule 13d-3
promulgated under the Act, may be deemed to be the beneficial owner of
an
aggregate
of 101,437,608 Common Shares. Shares deemed to be beneficially owned by IAMGOLD
constitute approximately 22.9% of the issued and outstanding Common Shares as of
December 10, 2008, assuming the issuance of 13,002,308 Common Shares
issuable upon exercise of a convertible debenture held by a Shareholder and upon
the exercise of options held by the Shareholders and assuming the issuance of
71,428,571 Common Shares pursuant to the Private Placement.
IAMGOLD
is not entitled to any rights as a shareholder of Orezone with respect to the
Common Shares covered by the Lock-up Agreements, except as otherwise provided in
the Lock-up Agreements. This Schedule 13D shall not be construed as an
admission by IAMGOLD that IAMGOLD is, for the purposes of Section 13(d) of
the Act, the beneficial owner of any Common Shares covered by the Lock-up
Agreements.
Set forth
in Schedule II hereto are the number and percentage of Common Shares
beneficially owned or deemed to be beneficially owned by each of the directors
and executive officers of IAMGOLD as at December 10, 2008.
(c) There
have been no transactions in the Common Shares effected by IAMGOLD, its
directors or its executive officers during the past sixty (60) days, other than
as described herein.
(d) Other
than as described above, to the best knowledge of IAMGOLD, its directors and
executive officers, no person (other than those described above) has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, Common Shares in connection with the transactions described in
this Schedule 13D.
(e) Not
applicable.
Item
6. Contracts, Agreements, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except
for the Arrangement Agreement, and Lock-up Agreements and as otherwise described
above, there are no contracts, arrangements, understandings or relationships
between IAMGOLD and any such persons and any other person, with respect to any
securities of Orezone, including but not limited to, transfer and voting of any
of the securities of Orezone, joint ventures, loan or option arrangements, put
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the
Issuer.
Item
7. Material to be Filed as Exhibits
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Exhibit
2.1
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Arrangement
Agreement
|
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Exhibit
2.2
|
Lock-up
Agreement Between: Ronald Little and IAMGOLD
Corporation
|
|
Exhibit
2.3
|
Lock-up
Agreement Between: Michael Halvorson and IAMGOLD
Corporation
|
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Exhibit
2.4
|
Lock-up
Agreement Between: Paul Carmel and IAMGOLD Corporation
|
|
Exhibit
2.5
|
Lock-up
Agreement Between: David Netherway and IAMGOLD
Corporation
|
|
Exhibit
2.6
|
Lock-up
Agreement Between: Alain Krushinsky and IAMGOLD
Corporation
|
|
Exhibit
2.7
|
Lock-up
Agreement Between: Pascal Marquis and IAMGOLD
Corporation
|
|
Exhibit
2.8
|
Lock-up
Agreement Between: Gregory Bowes and IAMGOLD
Corporation
|
|
Exhibit
2.9
|
Lock-up
Agreement Between: Niel Marotta and IAMGOLD Corporation
|
|
Exhibit
2.10
|
Lock-up
Agreement Between: Sean Homuth and IAMGOLD Corporation
|
|
Exhibit
2.11
|
Lock-up
Agreement Between: Charles Taschereau and IAMGOLD
Corporation
|
|
Exhibit
2.12
|
Lock-up
Agreement Between: MinQuest Fund I, L.P. and IAMGOLD
Corporation
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
December 19, 2008
IAMGOLD
Corporation
By:
/s/ Larry
Phillips
Name: Larry
Phillips
|
|
Title:
|
Senior
Vice President Corporate Affairs and Corporate
Secretary
|
Schedule
I
Directors
and Officers of IAMGOLD
The
following table sets forth the name and principal occupation of employment, if
applicable, of each director and executive officer of IAMGOLD Corporation.
Unless otherwise indicated, the business address of such persons is c/o IAMGOLD
Corporation, 401 Bay Street, Suite 3200, P.O. Box 153, Toronto, Ontario, M5H
2Y4, Canada.
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Directors
|
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Name
|
Principal Occupation
and Address
|
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William
D. Pugliese
|
Chairman
of the Company
President,
Fundeco Inc., 2820 – 14
th
Avenue, Markham, Ontario,
L3R
0S9, Canada
|
|
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Derek
Bullock
|
Mining
Consultant
|
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John
E. Caldwell
|
President
and Chief Executive Officer of SMTC Corporation Limited
635
Hood Road, Markham, Ontario, L3R 4N6, Canada
|
|
|
Donald
K. Charter
|
Corporation
Director and President, 3C’s Corporation (private company)
|
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Joseph
F. Conway
|
President
and Chief Executive Officer of the Company
|
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|
W.
Robert Dengler
|
Corporate
Director
|
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Guy
G. Dufresne
|
Engineer
and Corporate Director
|
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|
Jean-André
Élie
|
Lawyer
and Corporate Director
|
|
|
Stephen
Freedhoff
|
Chartered
Accountant, Self-Employed Consultant
|
|
|
Peter
C. Jones
|
Management
Consultant and Corporate Director
|
|
|
Mahendra
Naik
|
Chartered
Accountant and Chief Financial Officer of Fundeco Inc.
2820
– 14
th
Avenue, Markham, Ontario, L3R 0S9, Canada
|
|
|
John
Shaw
(1)
|
Geological
Engineer and Corporate Director
|
|
|
|
|
|
|
(1)
Mr. Shaw is a citizen of Australia.
|
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Executive
Officers
|
|
|
Name
|
Principal
Occupation
|
|
Joseph
F. Conway
|
President
and CEO
|
|
Carol
Banducci
|
Chief
Financial Officer
|
|
Michael
Donnelly
(2)
|
Senior
Vice President, Exploration
|
|
Ross
Gallinger
|
Senior
Vice President, Health, Safety and Sustainability
|
|
John
McCombe
|
Senior
Vice President, Operations Strategy
|
|
Denis
Miville-Deschênes
|
Senior
Vice President, Project Development
|
|
Paul
B. Olmsted
|
Senior
Vice President, Corporate Development
|
|
Larry
E. Phillips
|
Senior
Vice President, Corporate Affairs and Corporate
Secretary
|
|
P.
Gordon Stothart
|
Chief
Operating Officer
|
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Janet
Wilkinson
|
Senior
Vice President, Human Resources
|
|
Brian
Chandler
|
Senior
Vice President, African Operations
|
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|
(2)
Mr. Donnelly is a citizen of the United States.
|
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Schedule
II
|
Name
|
Number
of Common
Shares
Benfically
Owned
|
|
Percentage
of
Common
Shares
Beneficially
Owned
|
|
Directors
|
|
|
|
|
William
D. Pugliese
|
—
|
|
—
|
|
Derek
Bullock
|
—
|
|
—
|
|
John
E. Caldwell
|
—
|
|
—
|
|
Donald
K. Charter
|
—
|
|
—
|
|
Joseph
F. Conway
|
—
|
|
—
|
|
W.
Robert Dengler
|
—
|
|
—
|
|
Guy
G. Dufresne
|
—
|
|
—
|
|
Jean-André
Élie
|
—
|
|
—
|
|
Stephen
Freedhoff
|
—
|
|
—
|
|
Peter
C. Jones
|
—
|
|
—
|
|
Mahendra
Naik
|
—
|
|
—
|
|
John
Shaw
|
—
|
|
—
|
|
Executive
Officers
|
|
|
|
|
Joseph
F. Conway
|
—
|
|
—
|
|
Carol
Banducci
|
—
|
|
—
|
|
Michael
Donnelly
|
—
|
|
—
|
|
Ross
Gallinger
|
—
|
|
—
|
|
John
McCombe
|
—
|
|
—
|
|
Denis
Miville-Deschênes
|
—
|
|
—
|
|
Paul
B. Olmsted
|
—
|
|
—
|
|
Larry
E. Phillips
|
—
|
|
—
|
|
P.
Gordon Stothart
|
—
|
|
—
|
|
Janet
Wilkinson
|
—
|
|
—
|
|
Brian
Chandler
|
—
|
|
—
|