Each one in plain English, with the numbers worked through for a shareholder.
2 Apr 2012business combination● NeutralMajor
Pan American Silver completed the plan of arrangement on March 30, 2012 and now owns all Minefinders shares, ending the sale process announced in January. Holders who chose the full proration option got CDN$1.84 plus 0.55 Pan American share per share; the share option got 0.6235 Pan American shares plus CDN$0.0001; the cash option got CDN$2.0306 plus 0.5423 of a Pan American share. Minefinders shares are to be delisted from the TSX and NYSE Amex.
The Ontario Superior Court of Justice issued its final order approving the Pan American Silver arrangement, following the March 26 shareholder votes. Pan American will acquire all Minefinders common shares, and the two companies expect it to take effect on or about March 30, 2012, subject to remaining conditions. Registered holders must send share certificates and a letter of transmittal to Kingsdale Shareholder Services to receive their payment.
Minefinders shareholders approved the Pan American arrangement: 99.79% of shares represented voted in favour, and 99.63% of votes by shareholders and optionholders together. Pan American shareholders also approved, with 79.78% in favour of issuing up to 53,666,003 shares. A final Ontario court order is to be sought on March 28, 2012, and the arrangement is expected to take effect on or about March 30, 2012. The shareholder votes are done; court approval and closing remain.
Proxy advisers ISS and Glass Lewis recommended that shareholders of both companies vote for the Pan American arrangement, and the Mexican Federal Competition Commission authorized the deal. The release says that, aside from shareholder and court approvals, this was the principal outstanding regulatory condition. Both shareholder meetings are set for March 26, 2012, with Minefinders' proxy deadline March 23, 2012. This moves the January deal closer to completion.
Minefinders agreed to be acquired by Pan American Silver through a plan of arrangement. Shareholders can elect, for each share, 0.55 Pan American shares plus $1.84 cash, or 0.6235 Pan American shares, or $15.60 cash, subject to pro-ration; with full pro-ration everyone receives 0.55 shares plus $1.84. The $15.60 value is a 36% premium to the January 20, 2012 TSX close, the deal is valued at about $1.5 billion, and Minefinders holders would own about 33% of Pan American. It needs court approval, 66-2/3% shareholder votes at a meeting expected in March 2012, a Pan American shareholder vote and regulatory approvals; the agreement includes $42 million reciprocal termination payments. This starts the sale of the company, which would end current holders' direct ownership of Minefinders if completed.
Minefinders issued its first update of Dolores mine reserves and resources since 2008, current to December 31, 2010. Open pit reserves are 2.024 million ounces of gold and 114.52 million ounces of silver (4.226 million gold-equivalent ounces) in 107.64 million tonnes at 0.58 g/t gold and 33.1 g/t silver, which the company says supports 16 years of open pit production at current throughput. The company states average gold grades are lower than before because of methodology changes, higher metal prices that make lower-grade blocks economic, and new pit-expansion areas with lower grades. It continues to assess a mill and underground mining at Dolores (the open threads from the 2010 deep drilling) and plans about $3.5 million for roughly 20,000 metres of drilling in 2011.
20 Dec 2010capital raising announcement● NeutralMajor
Minefinders closed the C$151,515,000 bought deal announced on December 13/14, with underwriters purchasing 13,650,000 shares at C$11.10. The 30-day over-allotment option for up to 2,047,500 more shares was still outstanding at the time. Lead underwriters were Scotia Capital and BMO Capital Markets.
What it means for a shareholder
13.7m new shares at C$11.10 to raise about C$152m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
14 Dec 2010capital raising announcement● NeutralMajor
Minefinders announced a bought-deal share sale: underwriters agreed to buy 13,650,000 common shares at C$11.10 for gross proceeds of C$151,515,000, plus a 30-day option for up to 2,047,500 more shares. Proceeds are earmarked for expansion and mill construction at Dolores, continued development of the La Bolsa property, future debt repayments and general corporate purposes. This means new shares and dilution for existing holders (an inference from the share issue).
Minefinders closed the renewal of its US$50 million revolving credit facility with the Bank of Nova Scotia, completing the approval announced on November 5. The term now runs to December 2013, and management says it improves liquidity and financial flexibility.
The Bank of Nova Scotia gave formal credit approval to renew Minefinders' existing US$50 million revolving credit facility, extending it three years to December 2013. Closing was expected in mid-November, subject to usual conditions.
Minefinders agreed with two holders to buy back and cancel US$32,941,000 of its 4.50% convertible notes due December 2011, paying with US$36,235,000 of new 4.50% convertible notes due December 2015. The new notes convert at about US$11.97 per share. After this, US$52,059,000 of the original US$85 million of 2011 notes remains outstanding. The deal pushes out the maturity on part of the debt; closing was expected in early November. The share count on conversion is essentially unchanged (3,027,667 versus 3,027,152 shares).
Deep drilling south of the Dolores open pit returned high-grade intercepts, including 2.0 metres at 73.24 g/t gold and 4,986.7 g/t silver in hole DD-540. Thirty holes (13,200 metres) are done, with 6 more assays pending. The company is assessing a possible underground mine and, at the same time, a study on a mill at Dolores. The filing states this mineralization is not yet in any reserve or economic analysis and needs more drilling before it can be reported as a resource.
First assays from La Virginia drilling led the company to announce a gold and silver mineralized system. Best results include 2.0 metres at 12.17 g/t gold with 51.5 g/t silver and 27.0 metres at 1.01 g/t gold with 89.9 g/t silver. About 2,770 metres have been drilled in 11 widely spaced holes along 3 km, and management says it will expand the drilling program as its understanding grows. This follows up the drilling begun in April 2010.
Drilling has started at the 100%-owned La Virginia Project in Sonora, Mexico, a district that has never been drilled before. The company plans an initial 6,000 metres of core, contracted to Intercore Perforaciones, across a land package of more than 32,000 staked hectares with six untested target areas. The company says the geology is very similar to its Dolores mine, 100 km to the southeast.