TORONTO,
Jan. 31, 2014 /PRNewswire/ -
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.
- 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.
For further information, please contact:
Tamara Brown
VP, Investor Relations
Tel: (416) 814 3168
tbrown@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.
For further information, please contact:
Morgan Tyghe
Director of Investor Relations
Tel: (416) 214 9867
mtyghe@brigusgold.com
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.
SOURCE Brigus Gold Corp.