Not for distribution to U.S.
news wire services or dissemination in the United States.
Scotia; March 3, 2011�Brigus Gold Corp. (�Brigus�
or the �Company�) (NYSE Amex: BRD; TSX: BRD) has entered into an agreement
with a syndicate of underwriters for a bought deal financing for US$50
million principal amount of senior unsecured convertible debentures (the
�Convertible Debentures�) by way of short-form prospectus in all provinces
and territories of Canada, excluding Quebec. The syndicate is led by
BMO Capital Markets and includes Haywood Securities Inc., CIBC World Markets Inc.,
Cormark Securities Inc. and Paradigm Capital Inc.
rate of 6.5% per year, payable semi-annually in arrears on the last day
of March and September
date: March 31, 2016 (five years)
- Redemption right after 3 years
price of US$2.45 per Brigus common share,
representing approximately a 35% premium to the last trade of
US$1.83 on March 3, 2011
price of US$1,000 per Convertible Debenture and will be listed for
trading on the Toronto Stock Exchange.
The net proceeds will be used to completely repay the existing project debt
facility of US$22 million held by RMB Australia Holdings Limited with the
balance used to accelerate exploration drilling at the Company�s Black Fox
Complex and Goldfields Project, to undertake an engineering study on the
expansion of the Black Fox Mill, to pursue other growth opportunities and for general working capital purposes.
Brigus Chief Executive Officer and President Wade
K. Dawe said, �We are pleased to announce this bought
deal financing which enables our Company to further strengthen the balance
sheet while providing financial flexibility for growth. At the Black
Fox Complex, we are nearing completion of the new portal and ramp for our
underground mine to begin producing ore at more than 250 tonnes
per day by the end of the month. The commissioning of the underground mine
will augment open pit production for increasing gold production quarter over
quarter through the remainder of 2011.�
The financing is expected to close on or about March 23, 2011, subject to
certain conditions, including regulatory approval and approval of the NYSE
Amex Exchange and the Toronto Stock Exchange. The Convertible
Debentures will be direct, senior unsecured obligations of the Company.
The Convertible Debentures will be convertible, at the option of the holder,
into common shares of Brigus at a conversion rate
of 408.1633 common shares per US$1,000 principal amount of Convertible
Debentures, which is equal to a conversion price of US$2.45 per common share.
The Debentures will become redeemable at the option of the Company from March
31, 2014. Subsequent to March 31, 2014, and prior to the Maturity Date,
the Debentures may be redeemed in whole or in part from time to time at the
option of the Company on not more than 60 days and not less than 30 days
prior notice, at a price equal to their principal amount plus accrued and
unpaid interest, provided that the weighted average trading price of the
common shares on The Toronto Stock Exchange for the 20 consecutive trading
days ending five trading days preceding the date on which the notice of
redemption is given is at least 125% of the Conversion Price.
This press release shall not constitute an offer to sell or solicitation of
an offer to buy the Convertible Debentures in any jurisdiction. The
Convertible Debentures will not be and have not been registered under the
United States Securities Act of 1933 and may not be offered or sold in the
United States absent registration or applicable exemption from the
About Brigus Gold
Brigus is a growing gold producer committed to
maximizing shareholder value through a strategy of efficient production,
targeted exploration and select acquisitions. The company operates the
wholly owned Black Fox Mine and Mill in the Timmins Gold District of Ontario,
Canada. The Black Fox Complex encompasses the Black Fox Mine and
adjoining properties in the Township of Black River-Matheson, Ontario, Canada. Brigus is also
advancing the Goldfields Project located near Uranium City, Saskatchewan,
Canada, which hosts the Box and Athona gold
deposits. In Mexico, Brigus Gold holds a 100
percent interest in the Ixhuatan Project located in
the state of Chiapas. In the Dominican Republic, Brigus
has a joint venture covering three mineral exploration projects.
Wendy Yang, Vice President of Investor Relations
This news release includes �Forward-Looking Statements� within the meaning of
section 21E of the United States Securities Exchange Act of 1934, as amended.
All statements regarding the Company�s ability to successfully expand the
Contact Zone, add to the Black Fox gold mineral resource, the timing for
advancement of the Contact Zone into production, leverage projects with the
existing infrastructure, advance new discoveries, and
continue to obtain positive down dip continuity of significant gold
mineralization are forward-looking statements and estimates that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from
these forward-looking statements include environmental risks and other
factors disclosed under the heading �Risk Factors� in Brigus
Gold�s and its predecessor companies� most recent annual report on Form 10-K
filed with the United States Securities and Exchange Commission and elsewhere
in Brigus Gold�s documents filed from time to time
with the Toronto Stock Exchange, the NYSE Amex, the United States Securities
and Exchange Commission and other regulatory authorities. All
forward-looking statements included in this news release are based on
information available to the Company on the date hereof. The Company
assumes no obligation to update any forward-looking statements, except as
required by applicable securities laws.