INV Metals announces acquisition by Dundee Precious Metals
TORONTO, May 31, 2021 (GLOBE NEWSWIRE) – INV Metals Inc. (“INV Metals” or “the Company”) (TSX: INV) is pleased to announce that the Company has entered into a definitive agreement (the “Arrangement Agreement” “”) With Dundee Precious Metals Inc. (“DPM”) whereby DPM will acquire all of the issued and outstanding shares of INV Metals that DPM does not currently hold under a court approved plan of arrangement (” the operation ”). DPM currently owns 35,344,424 INV Metals common shares, or approximately 23.5% of the outstanding INV Metals common shares.
Highlights of the transaction
- Pursuant to the Transaction, each of the issued and outstanding common shares of INV Metals that DPM does not currently own will be exchanged for 0.0910 common shares of DPM.
- The transaction enjoys strong support from shareholders, with the management and directors of INV Metals and IAMGOLD Corporation (“IAMGOLD”) entering into voting support agreements representing, in total, approximately 47% of the common shares in circulation of INV Metals.
- The exchange ratio involves consideration of C $ 0.80 per common share of INV Metals based on the five-day volume weighted average price (“VWAP”) of DPM on the Toronto Stock Exchange (“TSX”). ) for the period ending May 28, 2021. This represents a 63% premium over the closing price of the common shares of INV Metals on the TSX on May 28, 2021.
- The implied equity value of the transaction on a 100% and diluted basis is approximately C $ 132 million and C $ 104 million for the non-DPM portion.
- Upon completion of the transaction, the existing shareholders of DPM and INV Metals will own approximately 94.5% and 5.5% of the company pro forma, respectively.
Benefits for INV Metals shareholders
- Immediate and attractive premium of 63% compared to the closing price of the INV Metals share on May 28, 2021.
- Ongoing exposure to the Loma Larga gold-copper-silver project (“Loma Larga” or “the Project”) and the Company’s new exploration properties located in Ecuador.
- Exposure to DPM’s strong management team, technical capabilities and diverse portfolio of high quality, low cost operating mines and development projects.
- Significant improvement in financial strength, cash flow generation and trading liquidity.
- Participation in future quarterly DPM dividends to shareholders.
- Reduced risks of dilution, financing, development and execution.
“We are very pleased to announce this transaction today after many years of hard work and dedication from the INV Metals team. We believe that DPM is in a unique position to move Loma Larga forward, and as such, this transaction is not only a great result for our shareholders, but also one that has the potential to deliver huge benefits for the parties. national and local stakeholders of the project in the years to come. Said Candace MacGibbon, CEO of INV Metals.
“This transaction builds on our proven strengths as an environmentally and socially responsible mining company, and we look forward to working with all national and local stakeholders,” said David Rae, President and CEO of Dundee Precious Metals . “Loma Larga adds a high quality late stage gold project to our portfolio that has the potential to generate significant production growth and significant value for our stakeholders.
“Our approach to moving Loma Larga forward will benefit from our strong commitment to the highest standards for engagement with local communities and environmental stewardship, in addition to our experience in developing and operating to further unleash the significant potential of the project. ”
summary of transactions
The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), requiring approval: (i) of at least 66 2/3% of the votes cast by the shareholders of INV Metals; and (ii) a simple majority of the votes cast by the holders of INV Metals excluding for this purpose the votes attached to the ordinary shares of INV Metals held by DPM and any other person as required by the Multilateral Instrument 61 -101 “Protection of minority holders of securities in special transactions”(“ MI 61-101 ”), during an extraordinary shareholders’ meeting of INV Metals called to examine, among other things, the transaction.
IAMGOLD, together with the directors and officers of INV Metals, holding 36% and 11% respectively of the issued and outstanding common shares of INV Metals, have entered into voting agreements with DPM, pursuant to which they have, among other things, things, to vote their INV Metals shares in favor of the transaction. Together with the shares already owned or held by DPM, this represents approximately 70% of the issued and outstanding shares of INV Metals which will be voted on in favor of the transaction.
In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals including, but not limited to, TSX approval and the satisfaction of certain other closing conditions customary in trading. this nature. The Arrangement Agreement contains customary provisions, including non-solicitation, “escrow” and “counterparty” provisions, as well as a termination fee of C $ 4.53 million payable to DPM in certain circumstances. The Arrangement Agreement, which describes full details of the Arrangement, will be posted on SEDAR under the DPM and INV Metals Issuer Profiles at www.sedar.com.
Full details of the transaction will be included in INV Metals ‘management information circular which is expected to be mailed to shareholders in June 2021 and available on SEDAR under INV Metals’ issuer profile at www.sedar. com. The shareholders’ meeting is expected to be held in July 2021 and the transaction is expected to close shortly thereafter.
Recommendations of the board of directors and special committees
The Arrangement Agreement was unanimously approved by the Boards of Directors of DPM and INV Metals, with the exception of David Rae, President and CEO of DPM, who abstained from voting on the transaction in each case since he is also a director of INV Metals. The Board of Directors of INV Metals and the Special Committee of the Board of Directors (the “Special Committee of INV Metals”) unanimously recommend that the shareholders of INV Metals vote in favor of the transaction.
BMO Capital Markets provided a fairness opinion to the board of directors of INV Metals and Trinity Advisors Corporation provided a fair opinion to the special committee of INV Metals, each indicating that, as of the date of such notice, and subject to the assumptions, limits and caveats set out in this notice, the consideration to be paid in connection with the transaction is fair, from a financial point of view, to the shareholders of INV Metals, other than DPM.
The special committee of INV Metals has also retained the services of Segal Valuation & Transaction Advisory LLP (“Segal”) as an independent appraiser to prepare a formal valuation of the common shares of INV Metals in accordance with MI 61-101 . The INV Metals Special Committee received the formal assessment from Segal, which concluded that, subject to the scope of review, assumptions, limitations and caveats set forth therein, effective May 30, 2021, the consideration to be paid within the valuation range determined by Segal.
Advisors and advice
RBC Capital Markets is acting as financial advisor to DPM and Stikeman Elliott LLP and Flor & Hurtado are acting as legal counsel to DPM.
BMO Capital Markets is acting as financial advisor to INV Metals in connection with the transaction. The INV Metals Special Committee retained the services of Trinity Advisors Corporation to provide an independent opinion on fairness. Cassels Brock & Blackwell LLP is acting as legal counsel to INV Metals.
About INV ™ Metals
INV ™ Metals is an international mineral resources company focused on the acquisition, exploration and development of precious and base metals projects in Ecuador. Currently, INV ™ Metals’ principal assets are: (1) its 100% interest in the Loma Larga gold exploration and development property in Ecuador, and (2) its 100% interest in exploration concessions. in Ecuador, including the Tierras Coloradas, La Rebuscada and the Carolina exploration projects.
For more information, please contact:
Chief executive officer
Telephone: (416) 703-8416
Email: [email protected]
This press release contains forward-looking information. The forward-looking information contained in this press release includes, but is not limited to, statements regarding the benefits of the transaction to the shareholders of the Company, the expected date of the meeting and the mailing of the information circular relating to the meeting, the timing of the transaction and obtaining the required regulatory and judicial approvals. These statements are based on information currently available to the company and the company provides no assurance that actual results will meet management’s expectations. In some cases, forward-looking information may be identified by words such as “anticipates”, “believes”, “could”, “believes”, “expects”, “could”, “shall”, “”. The forward-looking information contained in this press release is based on certain factors and assumptions made by management in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that management considers appropriate in the circumstances. Although the Company considers these assumptions to be reasonable on the basis of the information currently available to it, they may prove to be incorrect. Forward-looking information involves risks, uncertainties and other known and unknown factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performances or achievements expressed or implied by forward-looking information. These factors include the risks inherent in the exploration and development of mineral deposits, risks related to grade or recovery rates, uncertainties regarding the price of precious and base metals, changes in legislation, government policy or community relations, operational risks, and regulatory liquidity and capitalization risks. . Please consult the Management’s Discussion and Analysis, the Annual Information Form dated March 4, 2021 and other information documents filed and available on SEDAR at www.sedar.com for other risks that could have a material impact on the Company. . This list is not exhaustive of the factors likely to influence the forward-looking information of the company. These and other factors should be carefully considered and readers should not place undue reliance on forward-looking information about the company. The Company does not undertake to update any forward-looking information that may be provided from time to time by the Company or on its behalf, except in accordance with applicable securities laws.