Pretium Resources Inc. (TSX/NYSE: PVG) (“Pretivm” or the “Company”)
today announced that the previously announced acquisition of the
Company by Newcrest Mining Limited (ASX/TSX/PNGX: NCM) (“Newcrest”)
by way of a plan of arrangement (the “Transaction”) has been
successfully completed.
Information for Former Pretivm
Shareholders
Pretivm has applied to cease being a reporting
issuer and the Pretivm shares are expected t0 be delisted from the
Toronto Stock Exchange (“TSX”) on or about the closing of trading
on March 11, 2022. The Pretivm shares are suspended from trading as
of March 9, 2022 and will be delisted from the New York Stock
Exchange (“NYSE”) and deregistered under the U.S. Securities
Exchange Act of 1934, as amended (the “U.S. Exchange Act”), in
accordance with applicable law.
Under the terms of the Transaction, Pretivm
shareholders were able to elect, prior to 5:00 p.m. (Vancouver
time) on January 18, 2022, to receive the consideration for their
Pretivm shares in cash (the “All Cash Consideration”) or Newcrest
shares (the “All Share Consideration”), subject to proration to
ensure aggregate cash and Newcrest share consideration each
represent 50% of total transaction consideration. Pretivm
shareholders who did not make an election will receive the default
consideration of C$9.25 per Pretivm share in cash and 0.4042
Newcrest shares per Pretivm share (the “Default
Consideration” and together with the “All Cash Consideration” and
the “All Share Consideration”, the “Consideration”).
Valid elections representing approximately
50.51% of the outstanding Pretivm shares were received by the
election deadline. As a result, all holders of Pretivm
shares who made an election will be subject to the following
proration:
- Pretivm
shareholders who elected to receive the All Cash Consideration will
receive approximately C$10.81 in
cash and 0.3357 Newcrest shares
per Pretivm share; and
- Pretivm
shareholders who elected to receive the All Share Consideration
will receive 0.8084 Newcrest shares per Pretivm
share.
Information regarding the procedure for exchange
of shares for Consideration is provided in the Company’s management
information circular dated December 16, 2021 related to the Meeting
(the “Circular”). The Circular and accompanying letter of
transmittal and election form (the “Letter of Transmittal”) are
available under the Company’s profile on SEDAR at www.sedar.com, on
EDGAR at www.sec.gov and on the Company’s website at
www.pretivm.com/investors/Newcrest-Transaction. Registered Pretivm
shareholders who have not already done so must complete and sign
the Letter of Transmittal and return it, together with the
certificate(s)/DRS advice(s) representing their shares and any
other required documents and instruments, in accordance with the
procedures set out in the Letter of Transmittal. Non-registered
Pretivm shareholders who hold their shares through a broker,
investment dealer, bank, trust company, custodian, nominee or other
intermediary or depository (each, an “Intermediary”) who have not
already submitted a Letter of Transmittal should contact their
Intermediary for instructions and assistance in receiving the
Consideration.
About Pretivm
Pretivm is an intermediate gold producer with
the 100%-owned, high-grade gold underground Brucejack Mine located
in northwestern BC. We strive for operating excellence and our
first priority is the health and safety of our employees,
contractors and neighbouring communities. We are committed to the
principles of sustainable development and conducting our activities
in an environmentally and socially responsible manner.
Pretivm ContactPretium
Resources Inc.Troy Shultz, Director, Investor Relations &
Corporate Communications(604) 558-1784 invest@pretivm.com
Media ContactAlan Bayless,
Longview Communications and Public
Affairs604-417-9645abayless@longviewcomms.ca
Pretium Resources Inc.Suite
2300, Four Bentall Centre, 1055 Dunsmuir StreetPO Box 49334
Vancouver, BC V7X 1L4(SEDAR filings: Pretium Resources Inc.)
Cautionary Statements Regarding Forward-Looking
Statements
This news release contains “forward-looking
information” and “forward looking statements” within the meaning of
applicable Canadian and United States securities legislation
(collectively herein referred to as “forward-looking information”),
including the “safe harbour” provisions of Canadian provincial
securities legislation and the U.S. Private Securities Litigation
Reform Act of 1995, Section 21E of the U.S. Exchange Act and
Section 27A of the U.S. Securities Act of 1933, as amended.
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:
Pretivm ceasing to be a reporting issuer and de-listing from the
TSX and the NYSE, and deregistering under the U.S. Exchange Act,
following the completion of the Transaction.
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, that Pretivm may not cease to be a reporting
issuer or that its shares may not be de-listed from the TSX or the
NYSE on the timeline currently anticipated, and such other risks as
are identified in Pretivm’s public disclosure documents filed on
SEDAR at www.sedar.com and in the United States through EDGAR at
the Security and Exchange Commission’s website at www.sec.gov
(collectively, the “Pretivm Disclosure Documents”). This list is
not exhaustive of the factors that may affect any of our
forward-looking information. Although we have attempted to identify
important factors that could cause actual results, actions, events,
conditions, performance or achievements to differ materially from
those contained in forward-looking information, there may be other
factors that cause results, actions, events, conditions,
performance or achievements to differ from those anticipated,
estimated or intended.
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: Pretivm ceasing
to be a reporting issuer and having its shares de-listed from the
TSX and the NYSE, and the timeline related thereto. 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 Pretivm 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 Pretivm
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. Neither the TSX nor the NYSE has approved or
disapproved of the information contained herein.
Newcrest Mining (TSX:NCM)
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