Concurrent with signing of the Arrangement Agreement, Newmont Corporation ("Newmont") has entered into an asset purchase agreement with Skeena to acquire the Heart Peaks, Castle/Moat and North ROK/Coyote properties from Skeena, along with related assets, for approximately
- Under the terms of the Transaction, each of the issued and outstanding common shares of
QuestEx that Skeena does not currently own will be exchanged forC$0.65 cash plus 0.0367 of a Skeena common share (the "Consideration"). - The Transaction has strong shareholder support, with management and directors of
QuestEx , Newmont and funds managed or advised byDelbrook Capital Advisors entering into voting support agreements representing, in aggregate, approximately 26.6% of the outstanding common shares ofQuestEx and 26.3% of the securities entitled to vote on the resolution approving the Transaction. - The Consideration implies
C$1.20 perQuestEx common share based on the preceding 5-day volume-weighted average price ("VWAP") of Skeena on theToronto Stock Exchange for the period endingMarch 29, 2022 . This represents a 58% premium to the closing price ofQuestEx common shares on theTSX Venture Exchange onMarch 29, 2022 . - The implied equity value of the Transaction on a 100% and fully-diluted basis is equal to approximately
C$56.5 million . - Upon completion of the Transaction,
QuestEx shareholders other than Skeena and Newmont will own approximately 1.5% of Skeena common shares on a pro forma basis.
- Attractive premium of 58% to the closing price of
QuestEx shares as ofMarch 29, 2022 . - Enhanced trading liquidity and financial strength.
- Ongoing exposure to the
QuestEx mineral tenures retained by Skeena inthe Golden Triangle and Toodoggone areas ofBritish Columbia . - Exposure to Skeena's strong management team, technical capabilities and diversified portfolio of development projects.
- Near-term milestones for Skeena, including ongoing infill and other exploration and a Feasibility Study expected for the
Eskay Creek project in 2022. - Expected reduction in dilution, financing, development, and execution risk.
The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (
Newmont, funds managed or advised by
In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals including, but not limited to,
The shareholder meeting is expected to be held near the end of
The Arrangement Agreement has been unanimously approved by the Boards of Directors of
"Joseph Mullin"
Chief Executive Officer and Director
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of TSX-V) accepts responsibility for the adequacy or accuracy of this release.
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This news release contains "forward-looking information" and "forward looking statements" within the meaning of applicable Canadian securities legislation (collectively herein referred to as "forward-looking information"). Wherever possible, words such as "plans", "expects", "guidance", "projects", "assumes", "budget", "strategy", "scheduled", "estimates", "forecasts", "anticipates", "believes", "intends", "modeled", "targets" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking information. Forward-looking information contained herein includes, but is not limited to: the consummation and timing of the Transaction and consummation of the Asset Purchase Agreement; the timing of the shareholder meeting of
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking information, including, without limitation, failure to receive the required court and regulatory approvals to effect the Transaction; changes in laws, regulations and government practices; the impact of the COVID-19 pandemic and outbreak, including on our operations and workforce and the operations and workforce of Skeena; the risk that Skeena will not complete a Feasibility Study in respect of the
Our forward-looking information is based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond our control. In connection with the forward-looking information contained in this news release, we have made certain assumptions about, among other things: our business and operations and that no significant event will occur outside of our normal course of business and operations (other than as expressly set out herein); the impact of the COVID-19 pandemic and outbreak, including on our operations and workforce; our ability to obtain the required court and regulatory approvals in a timely manner, if at all; our ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the Transaction; Skeena and Newmont's ability to satisfy the terms and conditions precedent of the Asset Purchase Agreement and the consummation thereof; Skeena's ability to obtain all necessary permits, licenses and regulatory approvals for operations in a timely manner, if at all; the adequacy of our and Skeena's financial resources; sustained labour stability and availability of equipment; the maintenance of positive relations with local groups; favourable equity and debt capital markets; and stability in financial capital markets. Although we believe that the assumptions inherent in forward-looking information are reasonable as of the date of this news release, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained in this news release.
Additional information about the risks and uncertainties concerning forward-looking information and material factors or assumptions on which such forward-looking information is based is provided in the QuestEx Disclosure Documents. Forward-looking information is not a guarantee of future performance. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking information involves statements about the future and is inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this news release and the QuestEx Disclosure Documents. For the reasons set forth above, readers and prospective investors should not place undue reliance on forward-looking information.
We do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law.
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