IAMGOLD Corporation (TSX: IMG)(NYSE: IAG)(BOTSWANA: IAMGOLD) and
Orezone Resources Inc. (TSX: OZN)(AMEX: OZN) ("Orezone") jointly
announced today that they have entered into a definitive
arrangement agreement whereby IAMGOLD would acquire, via a plan of
arrangement, all of the outstanding common shares of Orezone in a
supported, all-share transaction. Total consideration is valued at
approximately US$139 million.
"This business combination with Orezone is consistent with our
strategy and takes IAMGOLD to the next level. This transaction
represents excellent value and takes us a large step towards our
stated goal of 1.8 million ounces annual gold production by 2012,
while lowering our average cash cost by $40 to $50 per ounce.
IAMGOLD is uniquely positioned in the current markets with a solid
cash position, low debt, record cash flow and the financial
capacity to finance the construction of Essakane, a second flagship
gold mine for IAMGOLD," said Joseph Conway, President and CEO of
IAMGOLD.
Highlights of the Combination
- IAMGOLD to acquire and finance development of the Essakane
project, one of West Africa's largest undeveloped gold reserves
- All-stock transaction with value of approximately US$139
million
- Orezone exploration assets, including Bombore, to be
distributed pro rata to Orezone shareholders to create "New
Orezone"
- Each Orezone shareholder to receive 0.08 of an IAMGOLD share
and a pro rata share of New Orezone for each Orezone share held
- Orezone Board of Directors unanimously recommends that Orezone
shareholders vote in favour of the transaction
- Shareholder voting agreements in place representing
approximately 5.1% of the outstanding shares of Orezone
- IAMGOLD to provide Orezone an immediate Cdn$20 million equity
financing at Cdn$0.28/share, subject to regulatory approvals
- IAMGOLD to create a Corporate African operations office based
in Dakar, Senegal
- Transaction is very accretive to IAMGOLD shareholders on a NAV
and Reserves per share basis, as well as an Earnings and Cash Flow
per share basis when Essakane is in production
- IAMGOLD will become a 16.6% shareholder of New Orezone adding
further value to both IAMGOLD and Orezone shareholders.
As per the terms of the agreement, Orezone shareholders will
receive 0.08 common shares of IAMGOLD plus a pro rata share of a
new exploration company ("New Orezone") for each Orezone share.
This represents a value of approximately Cdn$0.49 per Orezone share
based on the closing price of IAMGOLD on the TSX on December 10,
2008, representing a 91% premium using 30-day volume weighted
average share prices.
Orezone's Board of Directors has unanimously recommended that
shareholders vote in favour of the IAMGOLD transaction. Each
director and officer has entered into a voting agreement to vote in
favour of the transaction (1.6%). Voting agreements have also been
entered into with Minquest Capital (3.5%). In aggregate, holders of
a total of 5.1% of Orezone common shares have agreed to vote in
favour of the transaction.
Orezone's main asset is the fully permitted, 4 million ounce
Essakane gold project, located in Burkina Faso, West Africa.
Construction commenced in September of this year for a mine that
will contribute average gold production of over 300,000 ounces per
year over a minimum nine-year mine life at an average cash
operating cost of US$358 per ounce, using a $600 per ounce gold
price and $85/bbl oil price. Full production is anticipated in late
2010, requiring a remaining capital expenditure of approximately
US$350 million.
"We believe this transaction provides an excellent opportunity
for the shareholders of Orezone. It provides a substantial premium
to market and continued exposure to Essakane with IAMGOLD's
financial resources to develop it. Orezone shareholders will
benefit through ownership in a globally diversified mid-tier gold
producer with 8 mines on 3 continents," said Conway.
Ron Little, CEO of Orezone comments, "IAMGOLD brings the capital
required, to bring Essakane into production during these difficult
markets. The transaction provides our shareholders an opportunity
to capitalize on significant value creation in IAMGOLD. Orezone
shareholders will also participate in the creation of New Orezone
that will retain Orezone's management and exploration team. New
Orezone will be well financed through this transaction and host
three advanced gold projects including Bombore, the second largest
gold resource in Burkina Faso with 1.7 million ounces of measured
and indicated resources. Importantly, this transaction results in a
very positive outcome for those dedicated to the development of the
Essakane project including the people of Burkina Faso, especially
the Essakane community, the contractors and the development and
construction team that Orezone has established and who will have
the opportunity to continue with the project."
Terms of the Transaction
- The fully diluted value of the offer is approximately US$139
million, not including the value of the "New Orezone" shares
offered as part of the transaction.
- There are currently 295.6 million IAMGOLD common shares
outstanding and 357.8 million Orezone common shares outstanding.
Upon completion of the transaction, Orezone shareholders will own
approximately 9% or 28.6 million shares of the resulting 324.3
million IAMGOLD shares outstanding.
- As part of the transaction, several of Orezone's exploration
properties, not related to the Essakane development project, will
be spun out into a new exploration company ("New Orezone"),
together with Cdn$10 million in cash. IAMGOLD will, on completion
of the transaction, hold a 16.6% interest in New Orezone following
the distribution of New Orezone shares to Orezone shareholders.
- IAMGOLD is in advanced discussions with project lenders to
provide US$160 to $220 million for the Essakane project
financing.
- Completion of the transaction is subject to customary
conditions, including court approvals, a favourable vote of at
least two-thirds of the holders of Orezone common shares voted at a
special meeting of shareholders, and the receipt of all necessary
regulatory approvals. The definitive agreement includes a
non-solicit clause and provides for the payment of a Cdn$4 million
break fee.
- Orezone will call a special meeting of shareholders to be held
in February 2009 to approve the transaction. Orezone expects to
mail an information circular providing full details of the IAMGOLD
transaction and the spin-out of New Orezone to Orezone shareholders
in early January 2009.
- The transaction will be carried out via a plan of arrangement.
Assuming Orezone shareholders approve the transaction at the
special meeting, and final court approvals are obtained, the
transaction is expected to close by the end of February 2009.
When in production in late 2010, Essakane will contribute more
than 25 per cent of IAMGOLD's gold production, bringing the
company's annual production to well over one million ounces of gold
per year. "With this transaction, we are able to achieve a
significant production increase in the near-term, a cost reduction
of $40 to $50 per ounce and a 32% increase in reserves, with modest
share dilution," said Conway.
IAMGOLD also announced today that it will establish a Corporate
office based in Dakar, Senegal. "IAMGOLD's long history and depth
of knowledge in West Africa gives us a unique competitive
advantage. We are on track for production of almost 400,000 ounces
of gold from West Africa this year alone. With the acquisition of
Essakane and the establishment of a West African operations office,
we will solidify our position as the major player in this very
favourable mining region," said Conway. The office will be managed
by Brian Chandler, Senior Vice-President of African Operations, who
will oversee regional operations, manage joint venture interests
and build on the strong community and government relationships both
IAMGOLD and Orezone have established in the region.
IAMGOLD has also agreed to purchase 71.4 million common shares
of Orezone on a private placement basis, at a price of Cdn$0.28 per
share for total subscription proceeds of approximately Cdn$20
million. These funds are to allow Essakane development activities
to continue and for general corporate purposes. The private
placement is not conditional on completion of the offer. Completion
of the transaction and the private placement are subject to TSX and
regulatory approval. Upon completion of the private placement,
IAMGOLD will hold approximately 16.6% of the outstanding common
shares of Orezone.
Orezone issued a Cdn$10 million convertible debt to Minquest
Capital Inc. in July 2008 that, as a condition of the transaction,
will be repaid in cash and IAMGOLD shares at agreed upon terms.
Orezone has fully drawn a US$40 million bridge facility with the
Standard Bank of South Africa for construction at Essakane which
will be assumed by IAMGOLD upon completion of the transaction.
The transaction has been approved by Orezone's Board of
Directors, following the unanimous recommendation of a special
committee comprised of independent Orezone directors. The Board of
Directors of Orezone recommends that holders of Orezone shares vote
in favour of the transaction. BMO Capital Markets has provided an
opinion to the Orezone Board of Directors that the consideration to
be received by Orezone shareholders under the transaction is fair,
from a financial point of view, to the Orezone shareholders, other
than IAMGOLD. The transaction has also been approved by the Board
of Directors of IAMGOLD.
IAMGOLD appointed Canaccord Adams as financial advisors and its
legal counsel is Fraser Milner Casgrain LLP. Stikeman Elliott LLP
is acting as external legal counsel to Orezone.
About IAMGOLD
IAMGOLD is a leading mid-tier gold mining company producing
almost one million ounces from 8 mines on 3 continents. IAMGOLD is
focused on growth with a target to reach 1.8 million ounces gold
production by 2012. IAMGOLD is uniquely positioned with a strong
financial base, together with the management and operations
expertise to execute our aggressive growth objectives. IAMGOLD is
focused in West Africa, the Guiana Shield of South America and in
Quebec where it has a pipeline of development and exploration
projects, while it continues to assess accretive acquisition
opportunities with a strategic fit. IAMGOLD is listed on the
Toronto Stock Exchange ("IMG"), the New York Stock Exchange ("IAG")
and the Botswana Stock Exchange.
About Orezone
Orezone is an explorer and emerging gold producer that owns
Essakane and Bombore, the two largest gold deposits in Burkina
Faso, West Africa. Orezone also has a pipeline of developing
projects, all located in politically stable areas of West Africa,
one of the world's fastest growing gold-producing regions.
Orezone's mission is to create wealth by discovering and developing
the earth's resources in an efficient and responsible manner.
Conference Call
IAMGOLD and Orezone will host a conference call and webcast to
discuss this announcement on Thursday December 11th, 2008 at 10:00
a.m. To access the call, please dial:
Canada & US toll-free - 1-866-551-1530
Outside of Canada & US - 1-212-401-6700
Passcode: 1944183#
Replay (available up to 14 days after the call):
Canada & US toll-free - 1-866-551-4520
Toll free in North America - 1-212-401-6750
Passcode: 238335#
You may also access the conference call on a listen-only basis
via webcast at the IAMGOLD website at www.iamgold.com or the
Orezone website at www.orezone.com. The audio webcast will be
archived on www.iamgold.com and on www.orezone.com.
Cautionary Statement on Forward-looking Information
This news release contains certain "forward-looking statements"
within the meaning of Section 21E of the United States Securities
Exchange Act of 1934, as amended, and "forward-looking information"
within the meaning of applicable Canadian securities laws.
Forward-looking statements and forward-looking information are
frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements and
forward-looking information in this news release include statements
with respect to the completion of the private placement, the
completion of the Transaction, the receipt of all necessary
regulatory approvals, future gold production for IAMGOLD, future
production, cash operating costs, and capital expenditures at the
Essakane Project, receipt of bank credit approvals, and receipt of
court approvals.
Forward-looking statements are based on certain assumptions,
opinions and estimates of management at the date the statements are
made, and are subject to a variety of risks and uncertainties that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. The assumptions
include that contracted parties provide goods and/or services on
the agreed timeframes, that equipment necessary for the drilling
program is available as scheduled, that no labour shortages or
delays are incurred, that no material adverse change occurs to
either Orezone or IAMGOLD, that court and that other regulatory
approvals are received in a timely manner. Factors that could cause
the forward-looking statements and forward-looking information to
differ materially in actuality include the failure of contracted
parties to perform as contracted and the failure of equipment. The
Company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change. The reader is cautioned not to place undue reliance
on forward-looking statements.
Readers are advised that National Instrument 43-101 of the
Canadian Securities Administrators requires that each category of
mineral reserves and mineral resources be reported separately.
Readers should refer to the annual information form of Orezone for
the year ended December 31, 2007, and other continuous disclosure
documents filed by Orezone since January 1, 2008 available at
www.sedar.com for this detailed information, which is subject to
the qualifications and notes set forth therein.
Cautionary Note to United States Investors Concerning Estimates
of Measured, Indicated and Inferred Resources: This press release
uses the terms "Measured", "Indicated" and "Inferred" Resources.
United States investors are advised that while such terms are
recognized and required by Canadian regulations, the United States
Securities and Exchange Commission does not recognize them.
"Inferred Mineral Resources" have a great amount of uncertainty as
to their existence, and as to their economic and legal feasibility.
It cannot be assumed that all or any part of an Inferred Mineral
Resource will ever be upgraded to a higher category. Under Canadian
rules, estimates of Inferred Mineral Resources may not form the
basis of feasibility or other economic studies. United States
investors are cautioned not to assume that all or any part of
Measured or Indicated Mineral Resources will ever be converted into
Mineral Reserves. United States investors are also cautioned not to
assume that all or any part of an Inferred Mineral Resource exists,
or is economically or legally mineable.
Contacts: IAMGOLD Corporation Joseph F. Conway President &
CEO (416) 360-4712 or Toll Free: 1-888-IMG-9999 Email:
jconway@iamgold.com Orezone Resources Inc. Ron Little Chief
Executive Officer (613) 241-3699 or Toll Free: 1-888-673-0663
Email: rlittle@orezone.com IAMGOLD Corporation Elaine Ellingham
SVP, Investor Relations & Communications (416) 360-4743 or Toll
Free: 1-888-IMG-9999 Email: eellingham@iamgold.com Website:
www.iamgold.com Orezone Resources Inc. Janet Eastman Manager,
Investor Relations (613) 241-3699 or Toll Free: 1-888-673-0663
Email: jeastman@orezone.com Website: www.orezone.com
Orezone (AMEX:OZN)
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Orezone (AMEX:OZN)
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