Cambior Inc.: Agreement to Acquire Additional Interest in Gross Rosebel; Financing Agreement With Jipangu.Business Editors NOTE TO EDITORS: All amounts are expressed in US dollars unless otherwise indicated LONGUEUIL Longueuil, city (1991 pop. 129,874), S Que., Canada, on the St. Lawrence River opposite Montreal. It is a residential and industrial suburb of Montreal. It annexed Montreal South in 1961, and merged with the city of Jacques-Cartier in 1969. , Quebec--(BUSINESS WIRE)--Oct. 31, 2001 Cambior Cambior Inc. was a Canadian based international gold producer with operations, development projects and exploration activities in the Americas. Cambior’s shares traded on the Toronto (TSX) and American (AMEX) stock exchanges under the symbol “CBJ”. Inc. ("Cambior") (AMEX AMEX See: American Stock Exchange :CBJ CBJ Columbus Blue Jackets (NHL team) CBJ Central Bank of Jordan CBJ Conflict-Directed Backjumping CBJ Circuit Board Jack CBJ Code-Breakers Journal CBJ Class Broker for Java CBJ Color Bubble Jet ) (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :CBJ.) is pleased to announce that it has reached an agreement with Golden Star Resources Ltd. ("Golden Star") to acquire Golden Star's 50% interest in the Gross Rosebel property located in Suriname Suriname (s rĭnäm`, –năm`), officially Republic of Suriname, republic (2005 est. pop. 438,000), 63,037 sq mi (163,266 sq km), NE South America, on the Atlantic Ocean. , and to
complete additional transactions regarding OMAI OMAI Out-Cell Multiple-Access Interference Gold Mines Limited
("OGML"), the Yaou and Dorlin properties in French Guiana French Guiana (gēăn`ə, –än`–), Fr. La Guyane française, officially Department of Guiana, French overseas department (2005 est. pop. and
other exploration properties located in the Guiana Shield The Guiana[1] Shield (Spanish: Guayana) is one of the three cratons of the South American Plate. It is a 1.7 billion year old Precambrian geological formation in northeast South America that forms a portion of the northern coast. .The estimated operating cost for Gross Rosebel is $166 per ounce ounce, in zoology ounce, in zoology: see leopard. ounce, unit of measurement ounce: see English units of measurement. . Cambior also announces that Jipangu Inc. ("Jipangu") has agreed to subscribe for Cambior common shares by way of a Cdn$5.8 million private placement, and to exercise today 2.1 million previously issued common share purchase warrants for Cdn$3.4 million. Increased participation in Gross Rosebel to 100% Cambior has agreed to purchase the 50% interest owned by Golden Star in the Gross Rosebel gold property located in Suriname to own a 100% interest therein, for a cash consideration of $8 million, and to grant a gold price participation right on future production from Gross Rosebel (up to a maximum of 7 million ounces). The cash purchase consideration will be comprised of $5 million to be paid at closing, plus three payments of $1 million each to be paid no later that the second, third and fourth anniversary of closing. Under the gold price participation, Golden Star would receive a quarterly payment of an amount equal to 10% of the excess, if any, of the average quarterly market price above $300/oz for gold production from the soft and transitional rock portions and above $350/oz from the hard rock portion of the Gross Rosebel property, less the 2% royalty payable to the Government of Suriname or Grasshopper grasshopper, name applied to almost 9,000 different species of singing, jumping insects in two families of the order Orthoptera. Grasshoppers are long, slender, winged insects with powerful hind legs and strong mandibles, or mouthparts, adapted for chewing. Aluminum Company N.V. ("Grassalco"), a state-owned state-owned adj → estatal, del estado state-owned adj → étatisé(e) state-owned state adj → Suriname company. Downward adjustments will be made to the purchase price and such participation right in the event that Grassalco exercises its options to purchase up to a 40% interest in the property pursuant to the terms of the mineral agreement dated April 17, 1994. Other Transactions in the Guiana Shield In connection with the Gross Rosebel Transaction, the parties have agreed to the following transactions:
-- Cambior has agreed to transfer to Golden Star its rights in
the Yaou and Dorlin exploration properties as well as the Bois
Canon exploration permit located in French Guiana;
-- Golden Star has agreed to transfer to Cambior its rights in
the Headley's Reef and Thunder Mountain properties located in
Suriname. In the event that Cambior brings a mine on either of
these properties into commercial production, Golden Star would
be entitled to receive cash payments of $0.5 million on each
of the first and second anniversary of the commencement of
commercial production; and
-- Cambior has also agreed to purchase all of the shares of OGML
held by Golden Star in consideration of the assumption by
Cambior of the $0.9 million unpaid portion of a non-interest
bearing loan made to Golden Star by OGML. Further, Golden Star
has agreed to cancel any future payments on the Eagle Mountain
property in Guyana.
Louis Louis, titular duke of Burgundy Louis, 1682–1712, titular duke of Burgundy; grandson of King Louis XIV of France. He became heir to the throne on the death (1711) of his father, Louis the Great Dauphin. P. Gignac, President and Chief Executive Officer, stated: "This transaction allows us to secure additional reserves at a low cost and provides us with the opportunity to maintain our gold production levels in the Guiana Shield for many years to come. We intend to complete a new feasibility study The analysis of a problem to determine if it can be solved effectively. The operational (will it work?), economical (costs and benefits) and technical (can it be built?) aspects are part of the study. Results of the study determine whether the solution should be implemented. by mid- mid- pref. Middle: midbrain. 2002 and prepare this low-operating cost project for construction by the end of 2002." Financing Agreement with Jipangu Jipangu, a Japanese company focused on the gold sector, has entered into a subscription agreement for 4,950,000 units (the "Units") at a price of Cdn$1.173 per Unit, each Unit consisting of one common share and one common share purchase warrant (a "Warrant") entitling its holder to purchase one additional common share at an exercise price of $0.833 (Cdn$1.31) per share from the date of closing and November 30, 2002. In addition, Jipangu has advised Cambior that it will exercise 2,100,000 previously issued common share purchase warrants at a price of Cdn$1.60 per such warrant later today. The closing price of Cambior shares on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. on October 30, 2001, was Cdn$0.80.
The principal terms of the subscription agreement are as follows:
(a) Jipangu commits to use its best efforts to provide,
directly or indirectly, non-recourse financing of $50
million to Cambior, to be used for the construction
and development of the Gross Rosebel property;
(b) Jipangu will not acquire, directly or indirectly,
Cambior common shares that would result in Jipangu
holding more than 45% of the total issued and
outstanding common shares;
(C) Jipangu will, in the event of a third party cash
take-over bid for all of Cambior common shares, either
(i) tender its common shares to such bid provided that
Cambior's board of directors is recommending to
tender, or (ii) make a superior offer to all
shareholders;
(d) in the event Jipangu wishes to dispose of more than
10% of the total outstanding Cambior common shares, it
shall for a six-month period, proceed through an
underwritten secondary offering or otherwise in an
orderly manner so as to minimize adverse impacts on
the market price of Cambior shares; and
(e) Jipangu is entitled to propose a number of nominees
proportionate to its share ownership up to a maximum
of four nominees for election at the board of
directors (with two of such nominees being unrelated
directors to Jipangu) for so long as Jipangu holds at
least 10% of the outstanding Cambior common shares.
Proceeds from this private placement and the exercise of the 2,100,000 previously issued warrants will be used to fund the initial payment of $5 million to Golden Star in relation with the Gross Rosebel transaction. Following the exercise of the 2,100,000 previously issued warrants and the closing of this private placement, which is expected to occur not later than November 30, 2001, Jipangu will hold approximately 32% of the then issued and outstanding common shares of Cambior. Assuming the exercise of all Warrants, Jipangu would hold approximately 35% of Cambior's then outstanding common shares. "We are pleased with the renewed confidence expressed by Jipangu, Cambior's largest shareholder, in the Gross Rosebel transaction as witnessed by its subscribing from treasury to Units and exercising warrants at a substantial premium to the current market price of Cambior common shares and with minor dilution Dilution A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. Notes: Adding to the number of shares outstanding reduces the value of holdings of existing shareholders. to shareholders," said Mr. Gignac. Conditions of the transactions All transactions are subject to the execution of definitive documentation on terms acceptable to all relevant parties. In addition:
-- the Cdn$5.8 million private placement with Jipangu is subject
to regulatory approval;
-- obtaining of financing arrangements for net proceeds of not
less than $5 million is a condition precedent to the Gross
Rosebel transaction;
-- the Gross Rosebel transaction shall be approved by Cambior's
lenders; and
-- regards the Gross Rosebel transaction, Cambior shall have
obtained the necessary regulatory approvals from Suriname for
(i) the incorporation of a local operating company ("Opco") to
hold all the rights to Gross Rosebel Property, (ii) the
replacement of Golden Star by Opco as a party or beneficiary
to any and all agreements, deeds, permits and licenses
regarding the Gross Rosebel project, and (iii) the receipt
from Suriname of satisfactory business conditions such as the
adequate supply of hydroelectric power.
The closing of the transactions is expected to take place on or about November 30, 2001. Background on Gross Rosebel Project Gross Rosebel is an advanced gold development project located 80 kilometers south of Paramaribo, the capital of Suriname. The property is accessible by plane or by road from Paramaribo. A hydroelectric power hydroelectric power: see power, electric; water power. hydroelectric power Electricity produced from generators driven by water turbines that convert the energy in falling or fast-flowing water to mechanical energy. plant is located at the Afobaka Dam dam, barrier, commonly across a watercourse, to hold back water, often forming a reservoir or lake; dams are also sometimes used to control or contain rockslides, mudflows, and the like in regions where these are common. , some 18 kilometers from the project. Various scenarios have been reviewed to optimize optimize - optimisation the return from the Gross Rosebel open pit project. An updated pre-feasibility study was completed which reduced the scope to include only the mining and the processing of soft rock and transition ore, thereby reducing significantly the capital cost of the project to $80 million from the $175 million contemplated in the original 1997 feasibility study. Mineral reserves calculated at $300 per ounce, stand at 25.2 million tonnes grading 1.7g Au/t, representing 1.3 million ounces of gold contained. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the pre-feasibility study, average annual gold production is estimated at 170,000 ounces at an operating cost of $166 per ounce. With the completion of this transaction, Cambior will benefit from a strong synergy The enhanced result of two or more people, groups or organizations working together. In other words, one and one equals three! It comes from the Greek "synergia," which means joint work and cooperative action. in the Guiana Shield and plan to further reduce the capital expenditures through the transfer of available equipment from the Omai mine. Expiry of Shareholder Protection Rights Plan The Company also wishes to confirm that its Shareholder Protection Rights Plan lapsed LEGACY, LAPSED. A legacy is said to be lapsed or extinguished, when the legatee dies before the testator, or before the condition upon which the legacy is given has been performed, or before the time at which it is directed to vest in interest has arrived. Bac. Ab. Legacy, E; Com. Dig. as a result of not being confirmed at the last Annual General Meeting of Shareholders in May 2001. Cambior Inc. is an international gold producer with operations, development projects and exploration activities throughout the Americas. Cambior's shares trade on the Toronto (TSE) and American (AMEX) stock exchanges under the symbol "CBJ". This press release contains certain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. ", as defined in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Private Securities Reform Act of 1995, that involve a number of 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. Such risks and uncertainties are disclosed under the heading "Risk Factors" in Cambior's 2000 Annual Report on Form 20-F filed as its Annual Information Form with the securities commissions of all provinces in Canada, and with the United States Securities and Exchange Commission, as well as the TSE and the Amex. |
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