Each one in plain English, with the numbers worked through for a shareholder.
9 Mar 2022business combination● NeutralMajor
Pretivm announced the Newcrest acquisition has been completed. Shares were suspended from trading on March 9, 2022, are expected to be delisted from the TSX around the close of trading on March 11, 2022, and will be delisted from the NYSE and deregistered under the U.S. Exchange Act; Pretivm has applied to cease to be a reporting issuer. Because elections covered about 50.51% of shares, proration applied: holders who elected all cash get about C$10.81 cash plus 0.3357 Newcrest shares per share, holders who elected all shares get 0.8084 Newcrest shares per share, and non-electing holders get the default C$9.25 cash plus 0.4042 Newcrest shares. Shareholders must still submit a Letter of Transmittal (registered holders) or contact their broker to receive payment. This resolves the acquisition thread and the company's standalone path ends.
Pretivm announced that the Investment Canada Act approval, received February 25, 2022, was the last regulatory approval needed for the Newcrest acquisition. This resolves the outstanding regulatory thread; closing is expected on or about March 9, 2022, subject to other customary closing conditions, after which Pretivm expects to cease to be a reporting issuer and be delisted from the TSX and NYSE. The deal has not yet closed, so no final outcome for shareholders is confirmed here.
Pretivm obtained the final court order from the Supreme Court of British Columbia approving the Newcrest acquisition, after securityholders approved it with 95.48% of votes cast at the January 20, 2022 meeting. Competition Act (Canada) approval came by advance ruling certificate on December 2, 2021, and China's State Administration for Market Regulation cleared it on January 14, 2022. Still outstanding are final TSX approval and Investment Canada Act clearance, with closing expected in Q1 2022. After closing, shares will be delisted from the TSX and NYSE and the company will apply to stop being a reporting issuer. This largely resolves the shareholder vote and court approval steps but the deal has not yet closed, so no final equity outcome is confirmed.
Pretivm, Newcrest and Newcrest BC Mining Ltd. signed Amendment No. 1 to the Arrangement Agreement (dated December 13, 2021), which simply replaces the Plan of Arrangement schedule with a revised version. The visible text does not say what changed in the plan, and the headline price terms in the definitions (C$18.50 cash or 0.8084 Newcrest shares, C$9.25 cash default) are consistent with those already announced. The January 20, 2022 meeting date is confirmed.
A transfer-agent notice (Computershare) set the special shareholder meeting on the Newcrest deal for January 20, 2022, as a virtual meeting, with a record date of December 8, 2021 for notice and voting. This is a scheduling notice only and carries no other substance.
Pretivm filed the formal Material Change Report and the full Arrangement Agreement dated November 8, 2021 for the Newcrest acquisition. The report repeats the terms already announced (C$18.50 cash or 0.8084 Newcrest shares, 50/50 proration, about C$3.5 billion, C$125 million termination fee, Q1 2022 expected close) and adds no new terms in the visible text. The report also notes that Newcrest owns about 4.8% of Pretivm and that shareholders would own about 8% of Newcrest if the deal completes.
Pretivm agreed to be acquired by Newcrest Mining Limited. Shareholders can elect C$18.50 per share in cash or 0.8084 Newcrest shares per Pretivm share, subject to proration so that cash and shares each make up 50% of total consideration; those who don't elect get C$9.25 cash plus 0.4042 Newcrest shares. The price is a 23% premium to the November 8, 2021 closing price and 29% to the 20-day average, valuing the company at about C$3.5 billion fully diluted. It needs 66 2/3% shareholder and optionholder approval, court approval, Investment Canada Act and Canadian competition clearances, and is expected to close in Q1 2022. A C$125 million termination fee is payable by Pretivm in certain cases. This ends the company's standalone path described in the Brucejack drilling and expansion threads.
Pretivm announced a new gold discovery at the Golden Marmot Zone, 3.5 km north of the Valley of the Kings deposit. The first nine holes reported found gold in eight, including 72.5 g/t over 53.5 meters in SU-786. The 2021 program was 26 holes (8,466 meters), so results from the remaining 17 holes are expected early 2022, and results from Gossan Hill, Bridge Zone and Hanging Glacier are still to come. Statements that it could be a new deposit of similar size to Valley of the Kings are management's view; true thickness is yet to be determined.
Pretivm reported Phase 3 results from the North Block drilling (85 holes, 25,154 meters), with seven intersections above 1,000 g/t gold, including 493.2 g/t over 15.0 meters in VU-3255. Mineralization was hit up to 450 meters from the Valley of the Kings resource shell. This follows Phases 1 and 2 (Feb and June 2021) and resolves the pending Phase 2 thread; Phase 4 is underway. Management says an updated Mineral Resource estimate, including the North Block zone, is expected in the first half of 2022.
Pretivm amended its credit facility, raising its size to US$350 million from US$300 million: a US$100 million term facility refinancing the existing term loan plus a US$250 million revolver for general corporate purposes. It now matures August 8, 2025, replacing the December 2022 maturity of the facility closed in 2018. The term portion is repaid in seventeen equal quarterly installments from September 30, 2021, and interest is LIBOR (later SOFR) plus 2.5%-3.5% depending on the company's net leverage ratio. The same banks lead it: Bank of Nova Scotia as agent, with ING Capital and SG Americas Securities.
Pretivm reported drilling from the 1080 Level (one of the lowest mining levels at Brucejack) that found high-grade gold up to 200 meters below and 200 meters east of the current Mineral Resource shell, from a program of 59 holes totalling 14,009 meters. Four intersections assayed above 1,000 g/t gold, including 245.9 g/t over 7.5 meters in VU-2421. This is a separate program from the North Block drilling reported in February 2021; these are drill results, not a resource update, and true thickness is yet to be determined. Follow-up drilling is underway with assays pending.
Pretivm reported high-grade gold from its first resource expansion drilling at Brucejack since commercial production began in 2017, in the North Block Zone next to the Valley of the Kings deposit. Phase 1 (38 holes, 7,011 meters) hit intercepts up to 300 meters from the current resource shell, including 2,590 g/t gold over 1.0 meter in VU-2794, and four intersections assayed above 1,000 g/t. Phase 2 results, covering up to 450 meters north, are still pending; these are drill results, not an updated resource estimate, and true thickness is yet to be determined.
Pretivm filed the formal technical report for Brucejack (effective March 9, 2020), backing the updated mineral reserve, resource and life-of-mine plan announced in its March 9, 2020 news release. The company says there are no material differences between the report and that release, so this is a filing of already-announced numbers rather than new ones. It also set first-quarter 2020 results for release after market close on April 30, 2020, with a call on May 1.
Pretium filed an updated technical report on the Brucejack Gold Mine, with an effective date of April 4, 2019, prepared by Tetra Tech and other qualified persons. The visible text is mostly the table of contents; the excerpt does not show the reserve, resource or cost figures, and the exhibit list also includes a May 17, 2019 news release whose content is not shown.
Pretivm closed a US$480 million loan facility (US$250 million term loan plus US$230 million revolving credit line, maturing December 2022) to replace its construction credit facility for the Brucejack Mine. It also bought back 100% of the callable 8% gold and silver stream sold as part of the construction financing, for US$237 million. The facility allows share buybacks and/or cash dividends starting in 2020, subject to financial covenants.
