Pretium Resources Inc. (TSX/NYSE: PVG) (“Pretivm” or the “Company”)
today announced that the Company has obtained a final order from
the Supreme Court of British Columbia (the “Court”) approving the
previously announced acquisition of the Company by Newcrest Mining
Limited (ASX/TSX/PNGX: NCM) (“Newcrest”) by way of a plan of
arrangement (the “Transaction”).
The Transaction remains subject to final
approval by the Toronto Stock Exchange (“TSX”) and receipt of
clearance under the Investment Canada Act and other customary
conditions. As of the date hereof, the Transaction has received
approval under the Competition Act (Canada), through the issuance
of an advance ruling certificate by the Commissioner of Competition
on December 2, 2021, and clearance from the State Administration
for Market Regulation of the People’s Republic of China on January
14, 2022. In addition, the Transaction was also approved by 95.48%
of the votes cast by Pretivm’s securityholders at a special meeting
of securityholders held on January 20, 2022. The Transaction is
expected to close in the first quarter of 2022. Following
completion of the Transaction, Pretivm’s shares will be delisted
from the TSX and the New York Stock Exchange (“NYSE”). An
application will also be made for the Company to cease to be a
reporting issuer in the applicable jurisdictions upon closing of
the Transaction.
Additional information regarding the terms of
the Transaction are set out in the Company’s management information
circular dated December 16, 2021 which is available under Pretivm’s
profile at www.sedar.com, on EDGAR at www.sec.gov and on the
Company’s website at
www.pretivm.com/investors/Newcrest-Transaction.
About Pretivm
Pretivm is an intermediate gold producer with
the 100%-owned, high-grade gold underground Brucejack Mine located
in northwestern BC. We strive for operating excellence and our
first priority is the health and safety of our employees,
contractors and neighbouring communities. We are committed to the
principles of sustainable development and conducting our activities
in an environmentally and socially responsible manner.
Pretivm ContactPretium
Resources Inc.Troy Shultz, Director, Investor Relations &
Corporate Communications(604) 558-1784invest@pretivm.com
Media ContactAlan Bayless,
Longview Communications and Public
Affairs604-417-9645abayless@longviewcomms.ca
Pretium Resources Inc.Suite
2300, Four Bentall Centre, 1055 Dunsmuir StreetPO Box 49334
Vancouver, BC V7X 1L4(SEDAR filings: Pretium Resources Inc.)
Cautionary Statements Regarding Forward-Looking
Statements
This news release contains “forward-looking
information” and “forward looking statements” within the meaning of
applicable Canadian and United States securities legislation
(collectively herein referred to as “forward-looking information”),
including the “safe harbour” provisions of Canadian provincial
securities legislation and the U.S. Private Securities Litigation
Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act
of 1934, as amended, and Section 27A of the U.S. Securities Act of
1933, as amended.
Wherever possible, words such as “plans”,
“expects”, “guidance”, “projects”, “assumes”, “budget”, “strategy”,
“scheduled”, “estimates”, “forecasts”, “anticipates’, “believes”,
“intends”, “modeled”, “targets” and similar expressions or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved, or the
negative forms of any of these terms and similar expressions, have
been used to identify forward-looking information. Forward-looking
information contained herein includes but is not limited to: the
consummation and timing of the Transaction; the satisfaction of the
conditions precedent to the Transaction; timing, receipt and
anticipated effects of regulatory approvals; and discussion of
future plans, projects, objectives, estimates and forecasts and the
timing related thereto.
Forward-looking information is subject to a
variety of known and unknown risks, uncertainties and other factors
that could cause actual results, actions, events, conditions,
performance or achievements to materially differ from those
expressed or implied by the forward-looking information, including,
without limitation, failure to receive the required outstanding
regulatory approvals to effect the Transaction; changes in laws,
regulations and government practices; the impact of the COVID-19
pandemic and outbreak, including on our operations and workforce
and the operations and workforce of Newcrest; future price of gold
and silver and other metal prices; market competition, the
geopolitical, economic, permitted and legal climate that we operate
in and such other risks as are identified in Pretivm’s public
disclosure documents filed on SEDAR at www.sedar.com and in the
United States through EDGAR at the Security and Exchange
Commission’s website at www.sec.gov (collectively, the “Pretivm
Disclosure Documents”). This list is not exhaustive of the factors
that may affect any of our forward-looking information. Although we
have attempted to identify important factors that could cause
actual results, actions, events, conditions, performance or
achievements to differ materially from those contained in
forward-looking information, there may be other factors that cause
results, actions, events, conditions, performance or achievements
to differ from those anticipated, estimated or intended.
Our forward-looking information is based on the
assumptions, beliefs, expectations and opinions of management on
the date the statements are made, many of which may be difficult to
predict and beyond our control. In connection with the
forward-looking information contained in this news release, we have
made certain assumptions about, among other things: our business
and operations and that no significant event will occur outside of
our normal course of business and operations (other than as
expressly set out herein); the impact of the COVID-19 pandemic and
outbreak, including on our operations and workforce; our ability to
obtain the required regulatory approvals in a timely matter, if at
all; our ability to satisfy the terms and conditions precedent of
the Arrangement Agreement in order to consummate the Transaction;
Newcrest’s ability to obtain all necessary permits, licenses and
regulatory approvals for operations in a timely manner, if at all;
the adequacy of our and Newcrest’s financial resources; sustained
labour stability and availability of equipment; the maintenance of
positive relations with local groups; favourable equity and debt
capital markets; and stability in financial capital markets.
Although we believe that the assumptions inherent in
forward-looking information are reasonable as of the date of this
news release, these assumptions are subject to significant
business, social, economic, political, regulatory, competitive and
other risks and uncertainties, contingencies and other factors that
could cause actual actions, events, conditions, results,
performance or achievements to be materially different from those
projected in the forward-looking information. The Company cautions
that the foregoing list of assumptions is not exhaustive. Other
events or circumstances could cause actual results to differ
materially from those estimated or projected and expressed in, or
implied by, the forward-looking information contained in this news
release.
Additional information about the risks and
uncertainties concerning forward-looking information and material
factors or assumptions on which such forward-looking information is
based is provided in the Pretivm Disclosure Documents.
Forward-looking information is not a guarantee of future
performance. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Forward-looking information involves statements about
the future and is inherently uncertain, and our actual achievements
or other future events or conditions may differ materially from
those reflected in the forward-looking information due to a variety
of risks, uncertainties and other factors, including, without
limitation, those referred to in this news release and the Pretivm
Disclosure Documents. For the reasons set forth above, readers and
prospective investors should not place undue reliance on
forward-looking information.
We do not assume any obligation to update
forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
applicable law. Neither the TSX nor the NYSE has approved or
disapproved of the information contained herein.
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