- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
2010年9月30日 - 8:40PM
Edgar (US Regulatory)
Final Term Sheet Relating to
Preliminary Prospectus Supplement
dated September 29, 2010 and
Registration Statement No. 333-167487
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Northgate Minerals Corporation
US$150 million Convertible Senior Notes due 2016
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Final terms and conditions
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September 30, 2010
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Offering Size:
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US$150,000,000
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Over-allotment:
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US$20,000,000
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The Security:
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3.50% Convertible Senior Notes due 2016
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Issuer:
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Northgate Minerals Corporation (NYSE Amex: NXG / TSX: NGX)
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Sole Book-Running
Manager:
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UBS Investment Bank
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Co-Managers:
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Canaccord Genuity, CIBC World Markets, Mackie Research Capital Corporation,
Cormark Securities Inc., Credit Suisse Securities (Canada), Macquarie Capital
Markets Canada Ltd., Scotia Capital and TD Securities
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Coupon:
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3.50% per annum, payable semi-annually in arrears on April 1 and October 1 each
year, beginning of April 1, 2011
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Public Offering Price:
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100%, plus accrued interest from and including October 5, 2010 to and excluding
the settlement date, which must be paid by the purchasers of the notes
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Initial Conversion Rate:
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244.9780 common shares per US$1,000 principal amount of notes
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Initial Conversion Price:
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Approximately US$4.08
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Maturity:
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October 1, 2016
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Convertible into:
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Cash and/or common shares of NXG (see Payment upon Conversion below)
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Call Protection:
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Not callable for life other than for tax reasons described below
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Investor Put Option:
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None
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Redemption for Tax
Reasons:
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In the event of certain changes to the laws governing Canadian withholding
taxes, NXG will have the option to redeem, in whole but not in part, the notes
for a purchase price equal to 100% of the principal amount of the notes. Upon
NXG giving a notice of redemption, a holder may elect not to have its notes
redeemed, in which case such holder would not be entitled to receive the
additional amounts as referred to in the Preliminary Prospectus Supplement
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Conversion Rights:
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(i)
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during any calendar quarter after the calendar quarter ending December 31,
2010, and only during such calendar quarter, if the closing sale price of NXG
common shares for each of 20 or more trading days in a period of 30 consecutive
trading days ending on the last trading day of the immediately preceding
calendar quarter exceeds 130% of the conversion price in effect on the last
trading day of the immediately preceding calendar quarter;
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(ii)
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during the five consecutive business days immediately after any ten
consecutive trading day period in which the trading price per $1,000 principal
amount of notes
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1
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for each trading day of that note measurement period was equal
to or less than 97% of the product of the closing sale price of NXG common
shares and the applicable conversion rate for such trading day;
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(iii)
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if NXG calls the notes for redemption;
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(iv)
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if a delisting event occurs; and
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(v)
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if NXG makes certain distributions on the common shares or engages in
certain corporate transactions
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Payment upon
Conversion:
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Upon conversion, NXG will deliver common shares or, at NXGs selection, cash or
a combination of cash and common shares to satisfy the conversion obligation
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Conversion Rate
Adjustments:
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Full dividend protectionConversion rate adjustment upon any cash distributions.
Anti-dilution protection also covers stock dividends, splits and combinations of
common shares, distributions of shares of capital stock, certain rights and
warrants and certain tender and exchange offers, all as described in the
Preliminary Prospectus Supplement
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Conversion Rate
Adjustment upon a Make-
Whole Fundamental
Change:
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If a make-whole fundamental change (as defined in the Preliminary Prospectus
Supplement) occurs and a holder elects to convert its notes in connection with
such a make-whole fundamental change, NXG will increase the applicable
conversion rate for the notes surrendered for conversion by a number of
additional common shares of NXG.
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Make-Whole Table
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The following table sets forth the number of additional shares per US$1,000
principal amount of notes that will be added to the conversion rate applicable
to notes that are converted during the make-whole conversion period. The
applicable prices set forth in the first column of the table below, and the
number of additional shares, are subject to adjustment as described in the
Preliminary Prospectus Supplement for the notes.
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Number of additional shares (per US$1,000 principal amount of notes)
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Effective Date
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Applicable
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October 5,
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October 1,
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October 1,
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October 1,
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October 1,
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October 1,
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October 1,
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Price
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2010
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2011
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2012
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2013
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2014
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2015
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2016
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3.14
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73.4932
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73.4932
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73.4932
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73.4932
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73.4932
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73.4932
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73.4932
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3.50
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69.0456
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65.0748
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60.7913
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56.3192
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51.5758
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45.9428
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40.7363
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3.75
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60.5266
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56.5380
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52.1485
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47.3975
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42.0421
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35.0305
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21.6887
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4.00
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53.4396
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49.4971
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45.1017
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40.2360
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34.5614
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26.8028
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5.0220
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4.25
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47.4859
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43.6340
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39.3035
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34.4421
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28.6652
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20.6420
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0.0000
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4.50
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42.4398
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38.7083
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34.4918
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29.7188
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23.9948
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16.0525
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0.0000
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5.00
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34.4155
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30.9749
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27.0726
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22.6297
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17.2955
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10.1136
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0.0000
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5.50
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28.3895
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25.2643
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21.7260
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17.7089
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12.9418
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6.8262
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0.0000
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6.00
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23.7503
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20.9364
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17.7661
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14.1940
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10.0299
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4.9632
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0.0000
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6.50
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20.1012
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17.5801
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14.7590
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11.6125
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8.0185
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3.8572
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0.0000
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7.00
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17.1769
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14.9241
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12.4231
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9.6653
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6.5801
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3.1552
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0.0000
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8.00
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12.8271
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11.0327
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9.0746
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6.9666
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4.6975
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2.3165
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0.0000
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10.00
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7.5765
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6.4303
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5.2220
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3.9770
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2.7107
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1.4226
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0.0000
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15.00
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2.2002
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1.8025
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1.4146
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1.0456
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0.7014
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0.3621
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0.0000
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2
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The exact applicable price and effective date may not be as set forth in the table
above, in which case:
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if the actual applicable price is between two applicable prices listed in
the table above, or the actual effective date is between two effective dates listed
in the table above, NXG will determine the number of additional shares by linear
interpolation between the numbers of additional shares set forth for the higher and
lower applicable prices, or for the earlier and later effective dates based on a
365-day year, as applicable;
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if the actual applicable price is greater than US$15.00 per share (subject to
adjustment in the same manner as the applicable prices in the table above), NXG
will not increase the conversion rate; and
if the actual applicable price is less than US$3.14 per share (subject to adjustment
in the same manner as the applicable prices in the table above), NXG will not
increase the conversion rate.
However, NXG will not increase the conversion rate as described above to the extent
the increase will cause the conversion rate to exceed 318.4712 shares per US$1,000
principal amount of notes. NXG will adjust the maximum conversion rate in the same
manner in which, and for the same events for which, NXG must adjust the conversion
rate as described under Conversion Rate Adjustments.
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Offer to Purchase upon a
Fundamental
Change:
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Upon a fundamental change (as described in the Preliminary Prospectus Supplement),
NXG will be required to offer to purchase for cash all of the outstanding notes at a
repurchase price equal to 100% of the principal amount of those notes, plus any
accrued and unpaid interest, if any, up to but not including, the fundamental change
repurchase date.
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Events of Default:
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Standard events of default and, in addition, a termination of trading
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Use of Proceeds:
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NXG intends to use the net proceeds from the offering as follows.
Young-Davidson Construction (U.S. dollars in millions):
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Mining (shaft deepening and ramp)
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$
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33.3
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Processing (plant & equipment)
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$
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83.1
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Indirects (owners costs and EPCM)
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$
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27.7
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Total
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$
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144.1
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Underwriting Commissions:
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3.25% per convertible note
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Offering Expenses:
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NXG estimates that its share of total expenses of the offering will be approximately
US$1 million.
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Consolidated Capitalization:
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The following table sets forth NXGs
consolidated capitalization as of June 30,
2010 on an actual basis and as adjusted to
give effect to the offering as though it had
occurred on such date. The table should be
read in conjunction with NXGs unaudited
interim consolidated financial statements for
the three and six months ended June 30, 2010,
including the notes thereto, including the
reconciliation to U.S. GAAP, and managements
discussion and analysis of results of
operations and financial conditions for such
period, each of which is incorporated by
reference in the Preliminary Prospectus
Supplement. The table assumes no conversion
of the notes into common shares.
Since June 30, 2010, the date of the
financial statements for NXGs most recently
completed financial quarter, there have been
no material changes in NXGs capitalization.
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As at June 30, 2010
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As adjusted
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Actual
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(the offering)
(1)
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(expressed in thousands of U.S. dollars
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except for common shares and
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notes outstanding)
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Cash and cash equivalents
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204,173
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348,298
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Debt:
(2)
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Current Portion of Long-Term Debt
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Capital Lease Obligations
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11,097
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11,097
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Senior Convertible Notes (liability component)
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114,600
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Total Debt
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11,097
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125,697
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Shareholders Equity
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Common shares
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403,493
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403,493
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Contributed surplus
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7,947
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7,947
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Accumulated other comprehensive loss
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(20,599
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(20,599
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Senior Convertible Notes (equity component)
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29,525
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Retained earnings
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147,455
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147,455
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Total Shareholders Equity
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538,296
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567,821
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Total Debt and Shareholders Equity
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753,566
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897,691
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Number of Common Shares Outstanding
(3)
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290,912,650
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290,912,650
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Number of Senior Convertible Notes Outstanding
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150,000
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(1)
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Assuming no exercise of the underwriters over-allotment option. If the over-allotment option
is
exercised in full, the as adjusted amount for (i) cash and cash equivalents would be
US$367.6 million; (ii) total debt would be US$141.1 million; (iii) total shareholders equity
would be
US$571.8 million; and (iv) total debt and shareholders equity would be US$917.0 million; and
the face value of notes outstanding would be US$170 million.
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(2)
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Excludes short term loan (Short Term Loan) from Lehman collateralized by ARS held by us in
the
amount of US$40.8 million and including the current portion of capital lease obligations of
US$6.7 million, respectively, as at June 30, 2010.
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(3)
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Not including the effects of dilution relating to NXGs outstanding options.
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Ranking:
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Senior Unsecured
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Listing:
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The notes will not be listed on any securities exchange
or quoted in any automated quotation system.
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Form:
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Registered Global Securities
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Denomination:
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US$1,000 and integral multiples thereof
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Settlement:
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DTC
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Pricing Date:
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September 30, 2010
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Trade Date:
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September 30, 2010
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Settlement Date:
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October 5, 2010
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Security Code:
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CUSIP: 666416 AB8 ISIN: US666416AB86
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4
The information herein is qualified in its entirety by reference to the Preliminary Prospectus
Supplement and related Prospectus relating to the security
The issuer has filed a registration statement (including a base prospectus) and a related
Preliminary Prospectus Supplement dated September 29, 2010 with the SEC for the offering to which
this communication relates. Before you invest, you should read the base prospectus included in the
registration statement, the related Preliminary Prospectus Supplement and the other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the Preliminary Prospectus Supplement and accompanying base prospectus if you request
it by calling (888) 722-9555, extension 19423-2626 or through your usual contact at UBS Securities
LLC.
A final base shelf prospectus relating to these securities has been filed with the securities
commissions or similar authorities in certain provinces of Canada. Offers of these securities are
made only by means of the receipted final prospectus, along with any prospectus supplement. The
Canadian final base shelf prospectus for this offering can be accessed, without charge at the
Canadian Securities Administrators System for Electronic Document Analysis and Retrieval (SEDAR)
service on the SEDAR website, www.sedar.com. Alternatively, a copy of the Canadian final base shelf
prospectus may be obtained from UBS Securities Canada Inc., Suite 4100, 161 Bay Street, Toronto,
Ontario, Canada, M5J 2S1 through your usual contact at UBS Securities Canada Inc.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS
COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY
GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
5
Northgate Minerals L (AMEX:NXG)
過去 株価チャート
から 9 2024 まで 10 2024
Northgate Minerals L (AMEX:NXG)
過去 株価チャート
から 10 2023 まで 10 2024
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