Primero and Brigus Announce Mailing of Information Circulars and
Special Meetings of Shareholders
TORONTO, ONTARIO--(Marketwired - Jan 31, 2014) - Primero Mining
Corp. ( "Primero" or the "Company") (TSX:P)(NYSE:PPP) and Brigus
Gold Corp. ( "Brigus") (TSX:BRD)(NYSE:BRD) today jointly announced
that their respective information circulars (the "Information
Circulars") prepared in connection with the previously announced
arrangement, whereby Primero will acquire all outstanding common
shares of Brigus pursuant to a plan of arrangement (the
"Arrangement"), have been mailed to the respective shareholders of
Primero and Brigus.
The special meetings of Primero and Brigus shareholders (the
"Meetings") are scheduled to be held on February 27, 2014, and the
closing of the Arrangement is expected to occur on or about March
5, 2014. Primero shareholders are reminded to vote before the proxy
cut-off of 5:00 p.m. (Toronto time) on February 25, 2014. Brigus
shareholders are reminded to vote before the proxy cut-off of 11:00
a.m. (Halifax time) on February 25, 2014.
All Primero and Brigus shareholders are encouraged to read their
respective Information Circulars with respect to the Arrangement,
which were mailed to Primero and Brigus shareholders of record as
of January 27, 2014 and are available on SEDAR at www.sedar.com and
on the SEC's website at www.sec.gov. The Information Circulars
contain a detailed description of the Arrangement and a description
of Primero after giving effect to the Arrangement. The Boards of
Directors of both Primero and Brigus have each unanimously
recommended that their shareholders vote in favour of the
Arrangement at the Meetings.
The consideration offered to Brigus shareholders by Primero
represents a 45% premium to Brigus' closing price, as at December
13, 2013 (the prior trading day to the announcement of the
Arrangement), on the Toronto Stock Exchange and before ascribing
any value to SpinCo.1
Proxy Solicitation
Kingsdale Shareholder Services Inc. has been retained by Primero
and Brigus as the information agent and proxy solicitor in
connection with the proposed transaction. Shareholders with
questions can contact Kingsdale Shareholder Services Inc. North
American toll free: 1-866-228-2532, or via email at
contactus@kingsdaleshareholder.com.
1 Refer to Primero's News Release dated December 16, 2013 titled
"Primero to Acquire Brigus Gold and Create a Diversified, Americas
Based Mid-Tier Gold Producer" available on SEDAR at www.sedar.com
or www.primeromining.com.
About Primero
Primero Mining Corp. is a Canadian-based precious metals
producer and owns 100% of the San Dimas gold-silver mine and 100%
of the Cerro del Gallo gold-silver-copper development project in
Mexico. Primero offers immediate exposure to un-hedged, low cash
cost gold production with a substantial resource base in a
politically stable jurisdiction. The Company has intentions to
become an intermediate gold producer by building a portfolio of
high quality, low cost precious metals assets in the Americas.
Primero's website is
www.primeromining.com.
About Brigus
Brigus is a growing gold producer committed to maximizing
shareholder value through a strategy of efficient production,
targeted exploration and select acquisitions. Brigus 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 also owns the Goldfields
Project located near Uranium City, Saskatchewan, Canada, which
hosts the Box and Athona gold deposits. In the Dominican Republic,
Brigus has signed an agreement to sell its remaining interests in
three mineral exploration projects. In Mexico, Brigus owns the
Ixhuatan Project located in the state of Chiapas.
Additional information about Brigus and its projects is
available on the Brigus website at www.brigusgold.com and on
SEDAR.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This Primero news release contains "forward-looking
information", as such term is defined in applicable Canadian
securities legislation and "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform
Act of 1995, concerning Primero's future financial or operating
performance and other statements that express management's
expectations or estimates of future developments, circumstances or
results. Generally, forward-looking information can be identified
by the use of forward-looking terminology such as "expected",
"scheduled", "has intentions to" and variations of such words and
phrases, or by statements that certain actions, events or results
"may", "will", "could", or "might". Such forward-looking
information includes, without limitation, statements regarding the
completion and expected benefits of the proposed transaction,
attributes of Primero, Brigus and Spinco assuming completion of the
transaction, which may be stated in the present tense and other
statements that are not historical facts. Forward-looking
information is based on a number of assumptions and estimates that,
while considered reasonable by management based on the business and
markets in which Primero operates, are inherently subject to
significant operational, economic and competitive uncertainties and
contingencies. Assumptions upon which forward looking statements
relating to the arrangement have been made include that Primero
will be able to satisfy the conditions in the Agreement, that the
required approvals will be obtained from the shareholders of Brigus
and Primero, that all required third party, regulatory, and
government approvals and court orders will be obtained, that the
proposed transaction will proceed in accordance with the
anticipated timeline and close on or about March 5, 2014. Primero
cautions that forward-looking information involves known and
unknown risks, uncertainties and other factors that may cause
Primero's actual results, performance or achievements to be
materially different from those expressed or implied by such
information, including, but not limited to: gold, silver and copper
price volatility; fluctuations in foreign exchange rates and
interest rates; discrepancies between actual and estimated
production, between actual and estimated reserves and resources or
between actual and estimated metallurgical recoveries; costs of
production; capital expenditure requirements; the costs and timing
of construction and development of new deposits and expansion of
existing operations; the success of exploration and permitting
activities; parts, equipment, labor or power shortages or other
increases in costs; mining accidents, labour disputes or other
adverse events; changes in applicable laws or regulations, or the
enforcement or interpretation thereof. In addition, the factors
described or referred to in the section entitled "Risk Factors" in
Primero's Annual Information Form for the year ended December 31,
2012 or under the heading "Risks and Uncertainties" in Primero's
2012 Annual Report, and the factors described or referred to in the
section entitled "Risk Factors" in Brigus' Annual Information Form
for the year ended December 31, 2012, all of which are available on
the SEDAR website at www.sedar.com, should be reviewed in
conjunction with the information found in this news release.
Although Primero has attempted to identify important factors that
could cause actual results, performance or achievements to differ
materially from those contained in forward-looking information,
there can be other factors that cause results, performance or
achievements not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate
or that management's expectations or estimates of future
developments, circumstances or results will materialize. As a
result of these risks and uncertainties, the proposed transaction
could be modified, restricted or not completed, and the results or
events predicted in these forward looking statements may differ
materially from actual results or events. Accordingly, readers
should not place undue reliance on forward-looking information. The
forward-looking information in this news release is made as of the
date of this news release, and Primero disclaims any intention or
obligation to update or revise such information, except as required
by applicable law.
This news release does not constitute an offer to buy any
securities or a solicitation of any vote or approval or a
solicitation of an offer to sell any securities.
Additional Information About the Transaction and Where to Find
It
In connection with the proposed transaction, Primero and Brigus
have filed relevant materials with the United States Securities and
Exchange Commission (the "SEC "), including information circulars.
INVESTORS AND SECURITY HOLDERS OF PRIMERO AND BRIGUS ARE URGED TO
READ THE INFORMATION CIRCULARS AND THE OTHER RELEVANT MATERIALS
FILED WITH THE SEC (AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO
THESE MATERIALS) CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES THERETO. Investors and security holders may obtain these
documents free of charge at the SEC's website at www.sec.gov. In
addition, the documents filed with the SEC by Primero and Brigus
may be obtained free of charge by directing such request to:
Kingsdale Shareholder Services at 1-866-228-2532, or from Primero's
website at www.primeromining.com or from Brigus' website at
www.brigusgold.com. Such documents are not currently available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Tamara BrownVP, Investor Relations(416) 814
3168tbrown@primeromining.comwww.primeromining.comMorgan
TygheDirector of Investor Relations(416) 214
9867mtyghe@brigusgold.comwww.brigusgold.com
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