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MINEFINDERS CORP LTD.

US:MFN
No current share price held for this company.

Past year: ▲ 6%(10.60 – 16.76 USD)

Market cap
—
Shares on issue
—
Story beats
11 since 2010
Last event
2 Apr 2012

History

Minefinders raised over C$150 million in late 2010 to expand its Dolores mine in Mexico, then agreed to a Pan American Silver takeover completed in March 2012.

2010-2011: Drilling, funding and a reserve update

In 2010 Minefinders, a Vancouver-based company, was working on two fronts in Mexico. In September it reported first results from drilling at La Virginia, in Sonora, and announced a gold and silver mineralized system. The best intercepts included 2.0 metres at 12.17 g/t gold and 27.0 metres at 1.01 g/t gold. Eleven widely spaced holes totalling about 2,770 metres had been drilled, and management said it would expand the program.

In October, deep drilling south of the Dolores open pit, its operating gold and silver mine in Chihuahua, returned high-grade results, including 2.0 metres at 73.24 g/t gold and 4,986.7 g/t silver. The company began assessing a possible underground mine and a mill at Dolores, though this mineralization was not yet in any reserve and needed more drilling.

Funding came next. In November Minefinders swapped US$32,941,000 of its 4.50% convertible notes due December 2011 for US$36,235,000 of new notes due December 2015, convertible at about US$11.97 per share. That left US$52,059,000 of the 2011 notes outstanding. In December it sold 13,650,000 new shares at C$11.10 in a bought deal, raising C$151,515,000 for Dolores expansion and mill construction, the La Bolsa property, debt repayments and general purposes. The sale diluted existing holders. An option for up to 2,047,500 more shares was still open at closing.

In May 2011 the company issued its first reserve update since 2008, current to the end of 2010. Open pit reserves stood at 2.024 million ounces of gold and 114.52 million ounces of silver, which it said supported 16 years of open pit production. Average gold grades were lower than before, which it put down to methodology changes, higher metal prices and lower-grade pit-expansion areas. It planned about $3.5 million for roughly 20,000 metres of drilling in 2011. The record then goes quiet until January 2012.

2012: Sale to Pan American Silver

On January 23, 2012, Minefinders agreed to be acquired by Pan American Silver through a plan of arrangement. Shareholders could choose 0.55 Pan American shares plus $1.84 cash, 0.6235 Pan American shares, or $15.60 cash, subject to pro-ration. The $15.60 figure was a 36% premium to the January 20 TSX close, and the deal was valued at about $1.5 billion. Minefinders holders were to own about 33% of Pan American, and the agreement carried $42 million reciprocal termination payments.

Approvals followed quickly. In mid-March proxy advisers ISS and Glass Lewis backed the deal, and Mexico's Federal Competition Commission authorized it. On March 26 Minefinders shareholders voted 99.79% in favour, and Pan American shareholders approved issuing up to 53,666,003 shares with 79.78% support. The Ontario Superior Court issued its final order on March 28.

Pan American completed the arrangement on March 30, 2012 and now owns all Minefinders shares, along with Dolores, La Bolsa and La Virginia. Full-proration holders received CDN$1.84 plus 0.55 Pan American share per share. Minefinders shares were to be delisted from the TSX and NYSE Amex. The filings do not state the fate of the remaining 2011 and 2015 notes.

Written from the 11 story beats below (2010 to 2 Apr 2012), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2012

  1. 2 Apr

    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.

    business combination

  2. 28 Mar

    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.

    business combination

  3. 27 Mar

    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.

    business combination

  4. 14 Mar

    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.

    regulatory community update

  5. 23 Jan

    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.

    business combination

2011

  1. 5 May

    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.

    resource reserve update

2010

  1. 20 Dec

    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.

    capital raising announcement

  2. 14 Dec

    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).

    capital raising announcement

  3. 1 Nov

    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).

    debt financing

  4. 12 Oct

    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.

    drilling result

  5. 20 Sept

    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 result