3bb60c42-464b-46e6-929a-a40ee1bccdc7.pdf
FILING OF A DRAFT FRIENDLY SIMPLIFIED CASH TENDER OFFER
FOR THE COMMON SHARES OF
LAUNCHED BY
PRESENTED BY
Offer price: €2.84 per Euro Ressources S.A. common share
Offer period: 20 trading days
Important notice
In the event that, upon the closing of the simplified friendly tender offer, the conditions set forth pursuant to articles L. 433-4 III of the French Monetary and Financial Code and 237-14 et seq. of the AMF General Regulations are met, IAMGOLD Corporation has the intention to implement, at the latest within three months following the closing of the simplified tender offer, a mandatory squeeze-out procedure in exchange for compensation equal to €2.84 per Euro Ressources S.A. share, equal to the price of the simplified tender offer.
This release relating to the friendly simplified tender offer, the draft of which was filed on October 26, 2015 with the Autorité des marchés financiers ('AMF'), was drawn up and published in accordance with article 231-16 of the AMF General Regulations.
THIS OFFER AND THE DRAFT INFORMATION NOTE ARE SUBJECT TO REVIEW BY THE AMF.
A copy of the draft information note is available on the websites of IAMGOLD Corporation (www.iamgold.com) and of the AMF (www.amf-france.org) and may be obtained free of charge upon request to Société Générale CORI/COR/FRA, 75886 Paris Cedex 18.
Pursuant to Title III of Book II and more specifically articles 233-1 1° et seq. of the AMF General Regulations, IAMGOLD Corporation, a federal corporation incorporated in Canada (the 'Offeror' or 'IAMGOLD'), has filed with the AMF on October 26, 2015 a draft simplified cash tender offer (the 'Offer'), for a period of twenty (20) trading days, pursuant to which it irrevocably offers to the shareholders of Euro Ressources S.A. ('EURO RESSOURCES' or the 'Company'), to acquire all of their common shares admitted to trading on the C compartment of Euronext Paris S.A. under code ISIN FR 0000054678 (mnemonic EUR), at a price of €2.84 per share.
The Offeror directly and indirectly holds as at the date of the draft information note 53,741,108 shares representing 86.00% of the share capital and voting rights on the basis of a total number of 62,491,281 shares and the same number of theoretical voting rights of the Company pursuant to article 223-11 of the AMF General Regulations. The Offer targets all shares not directly or indirectly held by the Offeror, i.e., to the knowledge of the Offeror, a maximum number of 8,750,173 shares representing 14.00% of the share capital and theoretical voting rights.
The Offer, which could be followed by a mandatory squeeze-out procedure pursuant to articles 237-14 and seq. of the General Regulations of the AMF, is filed by Société Générale which guarantees, in accordance with the provisions of article 231-13 of the AMF General Regulations, the content and the irrevocable nature of the undertakings made by the Offeror.
1. Context of and rationale for the Offer Presentation of the Offeror
General description
IAMGOLD is the holding company of a mid-tier mining group of companies (the 'IAMGOLD Group') with four operating gold mines on three continents. A solid base of strategic assets in North and South America and West Africa is complemented by development and exploration projects and continued assessment of accretive acquisition opportunities.
The shares of the Offeror are listed on the Toronto Stock Exchange and the New York Stock Exchange. The Offeror is thus subject to continuous disclosure obligations under applicable securities laws, which require, among other things, that IAMGOLD disclose all material information regarding its operations (including, in particular, the Rosebel gold mine, a gold mine 95%-owned and operated by the IAMGOLD Group and from which EURO RESSOURCES receives royalties from IAMGOLD).
Main interests
Through its holdings, IAMGOLD has interests in various operations, development assets and exploration properties. As at the date of the draft information note, IAMGOLD's main holdings are the following:
-
a direct 90% interest in IAMGOLD Essakane S.A., the holder of mining rights and owner of the assets comprising the Essakane Gold Mine, located in Burkina Faso, and manager of the operations thereat;
-
a direct 95% interest in Rosebel Gold Mines N.V., the holder of mining rights and owner of assets comprising the Rosebel gold mine, located in Suriname, and manager of the operations thereat;
-
a direct 100% holder of mining rights and owner of assets comprising the Westwood Gold Mine, located in the Province of Quebec, Canada, and manager of the assets thereat;
-
an indirect 41% interest in La Société d'Exploitation des Mines d'Or de Sadiola S.A., the holder of the mining rights and owner of the assets comprising the Sadiola gold mine, located in Mali;
-
an aggregate 86.00% interest in EURO RESSOURCES, which currently receives royalty payments from IAMGOLD in relation to the Rosebel gold mine, as described in section 1.2.1.2 of the draft information note;
-
an indirect 100% interest in Trelawney Mining and Exploration Inc., which itself indirectly owns and operates a 92.5% interest in the 'Côté Gold Project', a development project consisting of several mining properties located in Ontario, Canada; and
-
direct and indirect 100% interests in development projects in Senegal (the Boto Gold Project) and Brazil (the Pitangui Project).
Presentation of the Company
EURO RESSOURCES' principal business activity is the holding of a participation right in the Rosebel gold mine in Suriname, which is 95%-owned and operated by the IAMGOLD Group, pursuant to a Participation Right Agreement dated May 16, 2002 (the 'Rosebel Royalty').
EURO RESSOURCES also holds royalty rights in the Paul Isnard gold development project in French Guiana and a number of smaller royalties on assets owned by 3rd parties.
Rosebel
-
Property description and location
The Rosebel property is an open pit gold mine located approximately 100 kilometres south of Paramaribo, the capital of Suriname. The Rosebel property covers 17,000 hectares in the Brokopondo district, between the Suriname River to the East and the Saramacca River to the West. The property is held by Rosebel Gold Mines N.V., a 95%-owned subsidiary of IAMGOLD.
-
History
The Rosebel property was optioned in 1992 by Golden Star Resources Ltd. ('Golden Star') from Grasshopper Aluminum Company N.V., a state-owned mining company. Cambior Inc. held a 50% interest in the Rosebel property from June 1994 to May 2002 when it acquired Golden Star's 50% interest, thus becoming the owner of 100% of the Rosebel property (the 'Rosebel Transaction'). Pursuant to the Rosebel Transaction, Golden Star and Cambior Inc. entered into the Rosebel Royalty that granted to Golden Star a gold price participation right based on the gold production of the mine (described below). In December 2004, Golden Star sold the Rosebel Royalty to EURO RESSOURCES. In 2006, IAMGOLD acquired Cambior Inc., and indirectly assumed the obligations to EURO RESSOURCES pursuant to the terms of the Rosebel Royalty. In December 2008, following the closing of its cash tender offer on the share capital of EURO RESSOURCES launched in August 2008, IAMGOLD became the majority shareholder of EURO RESSOURCES.
The Rosebel property is governed by a mineral agreement executed in 1994 (as amended and supplemented in 2003 and 2013) that provided the Republic of Suriname with a 5% carried participation in the share capital of Rosebel Gold Mines N.V.
-
Operations
The Rosebel gold mine began commercial operation in February 2004. It produced 325,000 ounces of gold in 2014 and 147,000 ounces in the first half year of 2015, on an attributable basis. In January 2014, IAMGOLD announced that the previously envisaged full expansion of the Rosebel mine was deferred.
-
Rosebel Royalty
The Rosebel Royalty provides for cash payments by IAMGOLD to EURO RESSOURCES determined by reference to the volume of gold produced at the Rosebel gold mine. The Rosebel Royalty requires IAMGOLD to pay an amount determined as the product of (i) gold production and (ii) in respect of production from soft and transitional rock, 10% of the amount by which gold price exceeds US$300 per ounce and in respect of production from hard rock, 10% of the amount by which gold price exceeds
US$350 per ounce, and after deduction of a fixed 2%1 production payable in kind to the Government of Suriname, up to 7.0 million ounces of attributable production from the mine.
As of June 30, 2015, approximately 3.9 million ounces of gold subject to the Rosebel Royalty had been produced and therefore, 3.1 million ounces subject to the Rosebel Royalty (out of the 7 million ounces) were potentially remaining at such date, as further described below.
-
Reserves and resources
The reported mineral reserves and resources of the Rosebel mine, as at December 31, 2014, are as follows:
Tonnes (000s)
|
Grade (g/t Au)
|
Ounces contained (000s)
|
Attributable ounces contained (000s)
(95%)
|
Reserves(2)
|
Proven Reserves
|
76,371
|
1.1
|
2,603
|
2,473
|
Probable Reserves
|
17,269
|
1.0
|
552
|
524
|
Proven and Probable Reserves
|
93,640
|
1.1
|
3,155
|
2,997
|
Resources(2)
|
Measured Resources(1)
|
126,712
|
1.0
|
4,124
|
3,918
|
Indicated Resources(1)
|
50,993
|
1.0
|
1,678
|
1,594
|
Inferred Resources
|
19,014
|
0.9
|
542
|
515
|
-
Measured and Indicated Resources are inclusive of Proven and Probable Reserves.
-
Reported mineral reserves were estimated using a long-term gold price of $1,300 per ounce and mineral resources were estimated using a long-term gold price of $1,500 per ounce.
Mineral resources ('resources') and mineral reserves ('reserves') have been calculated as at December 31, 2014 pursuant to Canadian securities regulatory requirements, specifically, the requirements of NI 43-101 (as defined below) and the definitions of reserves and resources incorporated therein. Consistent with NI 43-101, resources are divided into 'measured', 'indicated' and 'inferred', based on the level of geological confidence in the mineralization, and reserves, into 'probable' and 'proven', upon at least a pre-feasibility study having been undertaken on the indicated and measured resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred resources are too speculative geologically to have any economic considerations applied to them that would enable them to be categorized as reserves.
The mineral resource and reserve estimates contained in this draft information note have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ('NI 43-101'). The 'Qualified Person' responsible for the supervision of the preparation and review of all resource and reserve estimates for IAMGOLD is Lise Chenard, Eng., Director, Mining Geology. Lise has worked in the mining industry for more than 30 years, mainly in operations, project development and consulting. She joined IAMGOLD in April 2013 and acquired her knowledge of the Company's
1 IAMGOLD payments to the Suriname Government amount to 2.25%.