Newmont Mining Corporation (NYSE: NEM) ("Newmont" or "the Company")
and Fronteer Gold Inc. (TSX: FRG)(NYSE Amex: FRG) ("Fronteer Gold")
today announced that they have entered into an agreement pursuant
to which Newmont will acquire all of the outstanding common shares
of Fronteer Gold by way of a Plan of Arrangement.
Under the Plan of Arrangement, shareholders of Fronteer Gold
will receive Cdn$14.00 in cash and one common share in a new
company ("Pilot Gold"), which will own certain exploration assets
of Fronteer Gold, for each common share of Fronteer Gold. The cash
consideration represents a premium of approximately 37% to the
closing price of the common shares of Fronteer Gold on the TSX as
of February 2, 2011 and equates to a value of approximately Cdn$2.3
billion for Fronteer Gold (excluding Pilot Gold).
Fronteer Gold owns a 100% interest in the development-stage Long
Canyon project, which is located approximately one hundred miles
from Newmont's existing infrastructure in Nevada. The proximity of
Long Canyon to Newmont's Nevada operations provides the potential
for significant development and operating synergies. Fronteer Gold
also owns a 100% interest in the Northumberland project and a joint
venture interest with Newmont in the Sandman project in Nevada,
among other assets. Fronteer Gold has total attributable Measured
and Indicated gold resources of 4.2 million ounces and Inferred
resources of 1.7 million ounces at Long Canyon, Northumberland and
Sandman.(1)
Pilot Gold will own a portfolio of Fronteer Gold's exploration
properties in Nevada, Turkey, and Peru (see Exhibit A for a list of
Pilot Gold's assets) and will be capitalized at closing with Cdn$10
million of cash. Upon closing of the transaction, Fronteer Gold
shareholders will hold an aggregate 80.1% interest in Pilot Gold,
and Newmont will hold the remaining 19.9% interest. As part of the
Plan of Arrangement, the Pilot Gold common shares will be
consolidated on a one-for-four basis.
"The acquisition of Fronteer Gold will contribute significantly
to our anticipated growth profile in North America," stated Richard
O'Brien, Newmont's President and CEO. "The Long Canyon project,
with its Carlin trend-like metallurgical and geological
characteristics, complements our existing project pipeline in
Nevada. This combination of assets will allow Newmont to leverage
our expertise and extensive infrastructure in the region. Based on
the work conducted to date by Fronteer Gold, as well as our own due
diligence, we believe that Long Canyon holds the potential to grow
beyond 3 to 4 times Fronteer Gold's current stated resource
estimate, with an attractive average gold grade of approximately
2.3 grams per tonne. Additionally, we believe that Fronteer Gold's
wider portfolio of assets offers further upside potential for our
portfolio."
In January 2011, Fronteer Gold released an interim resource
estimate for Long Canyon, which reported Measured and Indicated
resources of approximately 1.4 million gold ounces and an
additional Inferred resource of approximately 0.8 million gold
ounces.(1)
Fronteer Gold President and CEO Mark O'Dea stated: "This
transaction delivers an immediate and attractive premium to our
shareholders. It not only recognizes the current value of our key
Nevada gold projects, but rewards shareholders for their future
growth. The team at Fronteer Gold has done an exceptional job of
creating value and we are proud of the high quality project
pipeline that we have built in Nevada. Newmont shares our view that
Long Canyon, our flagship project, is a 'best-in-class' asset with
excellent production attributes and significant growth potential.
Importantly, this transaction continues to expose Fronteer Gold
shareholders to our ongoing exploration and development success
through Pilot Gold. Pilot will have an ideal new company structure,
an experienced Board of Directors and management team, and
sufficient financial resources to immediately undertake active
exploration programs in both Turkey and Nevada. We welcome Newmont
as our largest shareholder in Pilot Gold and we look forward to
creating ongoing value for shareholders in the near-term."
Newmont in Nevada:
Newmont's land position in Nevada extends over 2 million acres.
From its regional base in Elko, the Company currently operates six
open pit mines, five underground mines, and nine process
facilities. In addition, Newmont's project pipeline in Nevada
includes Greater Leeville-Turf, Phoenix Copper Leach, Greater Gold
Quarry, and our 'Sleeping Giants' (Mike, Fiberline, Greater Phoenix
and Copper Basin). In 2010, Nevada operations produced 1.7 million
attributable gold ounces, which was approximately 32% of the
Company's total attributable gold production for the year. Nevada
represents growth for Newmont, as evidenced by a 2011 exploration
and development budget of approximately $285 million for near-mine
activities. The Company plans to advance exploration activity in
early and advanced stage projects such as Greater Leeville-Turf,
Mike, Fiberline, Copper Basin and Greater Phoenix.
Transaction Details:
The transaction will be carried out by way of a Plan of
Arrangement, the implementation of which will be subject to
approval by at least 66 2/3% of the votes cast at a special meeting
of Fronteer Gold shareholders that is expected to be held in early
April 2011 followed by the approval of the Ontario Superior Court
of Justice. Pursuant to the terms of the arrangement agreement
between Newmont and Fronteer Gold, the transaction is also subject
to applicable regulatory approvals and the satisfaction of certain
closing conditions customary in transactions of this nature. The
arrangement agreement also provides for, among other things,
customary board support and non-solicitation covenants (subject to
the fiduciary obligations of the Fronteer Gold Board and a Newmont
"right to match") as well as the payment to Newmont of a break fee
equal to Cdn$85 million if the proposed transaction is not
completed in certain specified circumstances.
The Board of Directors of Fronteer Gold after consultation with
its financial and legal advisors, has unanimously determined that
the proposed transaction is in the best interests of Fronteer Gold
and is fair to Fronteer Gold's shareholders and will recommend that
Fronteer Gold's shareholders vote in favor of the transaction. RBC
Capital Markets, acting as financial advisor to Fronteer Gold and
its Board of Directors, has provided an opinion that the
consideration to be received by Fronteer Gold's shareholders is
fair, from a financial point of view, to Fronteer Gold
shareholders. All of the directors and senior officers have entered
into customary support agreements pursuant to which, among other
things, they have agreed to vote their common shares in favor of
the transaction.
The terms and conditions of the proposed transaction will be
summarized in Fronteer Gold's management information circular,
which will be filed and mailed to Fronteer Gold shareholders in
March 2011. It is anticipated that the transaction, if approved by
Fronteer Gold's shareholders, will be completed in the second
quarter of 2011.
Copies of the Plan of Arrangement agreement and certain related
documents will be filed with Canadian securities regulators and
with the U.S. Securities and Exchange Commission (the "SEC") and
will be available on the Canadian SEDAR website at www.sedar.com
and on the SEC's website at www.sec.gov. The management information
circular will also be available as part of Fronteer Gold's public
filings at www.sedar.com and www.sec.gov.
Advisors and Counsel:
Newmont's financial advisor is BMO Capital Markets, and its
legal counsel are Goodmans LLP and Wachtell, Lipton, Rosen &
Katz. Fronteer Gold's financial advisor is RBC Capital Markets, and
its legal counsel is Davies Ward Phillips & Vineberg LLP.
Conference Call:
The Company will hold a conference call on Thursday, February 3,
2011 beginning at 12:00 p.m. Eastern Time (10:00 a.m. Mountain
Time).
To participate:
Dial-In Number 888-566-1822
Intl Dial-In Number 1-312-470-7119
Leader John Seaberg
Passcode Newmont
Replay Number 866-434-5261
Intl Replay Number 203-369-1004
Replay Passcode 2011
The conference call will be simultaneously carried on our web
site at www.newmont.com under Investor Relations and will be
archived there for a limited time.
Exhibit A: List of Pilot Gold's Assets
Nevada
Anchor
Baxter Spring
Brik
Buckskin North
Cold Springs
Easter
Gold Springs 2
New Boston
Regent
Stateline
Viper
Turkey
Halilaga
TV Tower
Peru
Rae Wallace Rights
Cautionary Statements:
This release contains "forward-looking statements" within the
meaning of applicable securities laws that are intended to be
covered by the safe harbors created by those laws, including
statements that use forward-looking terminology such as "may",
"will", "expect", "anticipate", "believe", "continue", "potential"
or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking statements may include, without
limitation, statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
While such forward-looking statements are expressed by Newmont or
by Fronteer Gold, as stated in this release, in good faith and
believed by the applicable party to have a reasonable basis, they
are subject to important risks and uncertainties including, without
limitation, approval of applicable governmental authorities,
required Fronteer Gold shareholder approval and necessary court
approvals the satisfaction or waiver of certain other conditions
contemplated by the arrangement agreement, the inability to realize
expected synergies or cost savings, errors in estimates of reserves
or future production, parts, equipment, labor or power shortages or
other increases in costs, mining accidents or other adverse events,
changes in applicable laws or regulations, competition from other
mining companies, and the other risks disclosed in Newmont's and
Fronteer Gold's public filings, any or all of which could cause
actual results to differ materially from future results expressed,
projected or implied by the forward-looking statements. As a result
of these risks and uncertainties, the proposed transaction could be
modified, restructured or not be completed, and the results or
events predicted in these forward-looking statements may differ
materially from actual results or events. These forward-looking
statements are not guarantees of future performance, given that
they involve risks and uncertainties. Neither Newmont nor Fronteer
Gold is affirming or adopting any statements attributed to the
other in this release or made by the other party outside of this
release. Neither Newmont nor Fronteer Gold undertakes any
obligation to release publicly revisions to any forward-looking
statement, except as may be required under applicable securities
laws, or to comment on expectations of, or statements made by the
other party or third parties in respect of the proposed
transaction. Investors should not assume that any lack of update to
a previously issued forward-looking statement constitutes a
reaffirmation of that statement. Continued reliance on
forward-looking statements is at investors' own risk.
Cautionary Note to U.S. Investors: Certain statements of
Fronteer Gold in this release use the terms "Measured resources",
"Indicated resources" and "Inferred resources". We advise U.S.
investors that while these terms are recognized and required by
Canadian regulations, these terms are not defined terms under the
SEC's Industry Guide 7 and are normally not permitted to be used in
reports and registration statements filed with the SEC. U.S.
Investors are cautioned not to assume that any part or all of
mineral deposits in the "Measured resources" and "Indicated
resources" categories will ever be converted into SEC Industry
Guide 7 reserves. Additionally, "Inferred resources" have a great
amount of uncertainty as to their existence, and great uncertainty
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 resources may not form the basis of a feasibility study or
prefeasibility studies, except in rare cases. Accordingly, U.S.
Investors are cautioned not to assume that any part or all of an
Inferred resource exists or is economically or legally minable.
Christopher Lee, P. Geo, Chief Geoscientist for Fronteer Gold,
is Fronteer Gold's designated Qualified Person for the Fronteer
Gold resource estimates contained in this news release and has
reviewed and validated that the scientific and technical
information contained in the release is accurate. Fronteer Gold has
filed technical reports for each of Sandman and Northumberland that
includes additional information about the respective resource
estimates which are available on Fronteer Gold's profile on SEDAR.
Details of the Long Canyon resource estimate will be published in
an updated technical report which will be posted on SEDAR no later
than February 26, 2011. See also January 12, 2011 Fronteer Gold
press release posted on SEDAR.
(1) At Long Canyon resources are: Measured resources of 762,000
tonnes grading 2.91 grams per tonne gold, Indicated resources of
17,609,000 tonnes grading 2.34 grams per tonne gold and Inferred
resources of 11,170,000 tonnes grading 2.24 grams per tonne gold,
all at a cut-off grade of 0.2 grams per tonne gold. At Sandman
resources are: Measured resources of 1,550,000 tonnes grading 1.65
grams per tonne gold, Indicated resources of 5,736,000 tonnes
grading 1.03 grams per tonne gold and Inferred resources of
1,287,000 tonnes grading 0.92 grams per tonne gold, all at a
cut-off grade of 0.34 or 0.69 grams per tonne gold depending on
elevation. At Northumberland, resources are: Indicated resources of
36,518,000 tonnes grading 1.92 grams per tonne gold and inferred
resources of 6,926,000 tonnes grading 3.49 grams per tonne gold,
all at a cost-based cut-off grade.
Contacts: Newmont Mining Corporation Omar Jabara Media Contacts
303.837.5114 omar.jabara@newmont.com Newmont Mining Corporation
John Seaberg Investor Contacts 303.837.5743
john.seaberg@newmont.com Newmont Mining Corporation Karli Anderson
Investor Contacts 303.837.6049 karli.anderson@newmont.com Newmont
Mining Corporation Monica Brisnehan Investor Contacts 303.837.5836
monica.brisnehan@newmont.com www.newmont.com
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