DENVER & HALIFAX, Nova Scotia--(BUSINESS WIRE)--Apollo Gold Corporation (TSX: APG) (NYSE Amex: AGT) (“Apollo”) and
Linear Gold Corp. (TSX: LRR) (“Linear”) are pleased to announce the
signing of a binding letter of intent (the “Binding Agreement”) to
complete a business combination (the “Merger”) by way of a court
approved plan of arrangement to create an emerging Canadian mid-tier
gold producer. Under the agreement, Apollo has agreed to acquire all of
the outstanding common shares of Linear in exchange for Apollo common
shares at an agreed exchange ratio of 5.474 Apollo common shares per
Linear common share (the “Exchange Ratio”). This represents a 20.0%
premium to Linear shareholders based on the 20-day volume weighted
average share price (“VWAP”) of both companies on the TSX as of March 8,
2010.
“This merger allows
Linear shareholders to rapidly transition from a development and
exploration company to an established gold producer while continuing to
participate in the exploration and development upside of the combined
assets of the merged company.”
Under terms of the agreement announced today:
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Linear shareholders will receive 5.474 Apollo common shares per Linear
common share which implies a price per Linear share of C$2.30
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Following completion of the Merger, Apollo will be owned 52.2% by
current Apollo shareholders and 47.8% by current Linear shareholders
based on current shares issued and outstanding
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On a fully diluted basis, Apollo will be owned 57.1% by current
Apollo shareholders and 42.9% by current Linear shareholders
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The Merger values Linear at approximately C$102 million based on
current shares outstanding
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Post Merger, the Apollo Board will be comprised of: (i) four existing
Apollo directors; (ii) two Linear directors, including the position of
Chairman of the Board; and (iii) one new director to be mutually
agreed upon
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Linear will purchase, by way of a private placement expected to close
shortly after the date hereof (upon receipt of applicable stock
exchange approvals), 62,500,000 Apollo common shares at a price of
C$0.40 per share for gross proceeds of C$25,000,000
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The Merger has been unanimously approved by the boards of directors of
both companies, and the management and directors of both companies
have entered into support agreements, representing approximately 3.7
million Apollo shares and 3.4 million Linear shares
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Apollo’s project debt lenders have agreed, subject to a number of
terms and conditions, to a standstill until September 30, 2010 in the
event of certain events of default
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Following completion of the Merger, Apollo will undergo a rebranding
which will result in a new company name
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The Merger will be completed by way of a court-approved plan of
arrangement
R. David Russell, President and CEO of Apollo, commented, “This is an
exciting time for the shareholders of both Apollo and Linear as we take
a very important step towards building one of Canada’s premier mid-tier
gold producers. The successful completion of this Merger will position
the combined company to deliver both near and long-term value to its
shareholders through existing production growth as well as significant
development and exploration upside across a diverse portfolio of
precious metal properties.”
Wade K. Dawe, President and CEO of Linear, said, “This merger allows
Linear shareholders to rapidly transition from a development and
exploration company to an established gold producer while continuing to
participate in the exploration and development upside of the combined
assets of the merged company.”
Upon completion of the Merger, the combined company will have the
following compelling and dynamic profile:
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2010 estimated production at Apollo's Black Fox Mine in the Timmins
Mining District, Ontario of approximately 100,000 ounces of gold
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Expected medium-term production growth by 2013 of approximately 70,000
additional ounces of gold per year from Linear's Goldfields project in
northern Saskatchewan
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Total reserves of approximately 2.3 million ounces of gold (within
31.2 million tonnes at an average gold grade of 2.3 grams per tonne)
in Canada
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Excellent exploration potential within highly prospective land
packages in multiple jurisdictions, mostly in Canada and Mexico
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Strengthened balance sheet with lowered debt burden and improved
financial flexibility with cash and cash flows available for continued
exploration and development
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Strong management team with complementary experience in exploration,
development, operations, and financing
Benefits to Apollo Shareholders
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After closing, allows Apollo to materially reduce project debt levels
and provides immediate capital to fund the underground development at
Black Fox as well as an aggressive exploration program at Grey Fox and
Pike River to advance towards feasibility in the coming years
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Provides a near term development asset in the Goldfields project that
will add low-cost production of approximately 70,000 ounces of gold
per year by 2013
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Expands portfolio of quality exploration assets to include the Chiapas
area of southern Mexico and the Dominican Republic
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Delivers value to both current and new shareholders of the company
Benefits to Linear Shareholders
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Attractive premium of 20% to Linear shareholders based on 20-day VWAP
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Transitions Linear from a development stage company to a growing gold
producer, potentially garnering improved valuation multiples
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All-share Merger allows Linear shareholders to continue to participate
in the exploration and development upside of a broad portfolio of
properties
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Leverages Apollo's exploration and mine development team which can
assist in advancing Linear's Goldfields project
Summary of Merger
The proposed business combination between Apollo and Linear is expected
to be completed by way of a court approved plan of arrangement whereby
each Linear common share will be exchanged for 5.474 Apollo shares and
Linear will become a wholly-owned subsidiary of Apollo. The number of
Apollo shares received upon exercise, and the exercise price, of
Linear's outstanding options and warrants will be adjusted
proportionately to reflect the share exchange ratio. After giving effect
to the Merger, current Linear shareholders will own approximately 42.9%
of Apollo (calculated on a fully-diluted basis). The Merger will be
subject to the approval of holders of not less than 66 2/3% of the
Linear common shares and of a majority of the Apollo common shares held
by disinterested shareholders voted at special meetings of shareholders
that will be called to approve the Merger. Full details of the Merger
will be included in the Management Information Circular to be filed with
the regulatory authorities and mailed to Linear and Apollo shareholders
in accordance with applicable securities laws.
A Special Committee comprised of independent members of Linear's Board
was formed to consider the Merger. At a meeting of the Special Committee
and Board of Directors of Linear held on March 6, 2010, CIBC World
Markets Inc. delivered an oral opinion to the effect that as of the date
thereof the Exchange Ratio is fair from a financial point of view to the
shareholders of Linear. The Linear directors and officers have also
agreed to vote their shares in favour of the Merger under the terms of
support agreements with Apollo.
A Special Committee comprised of independent members of Apollo's Board
was also formed to consider the Merger. At meetings of the Special
Committee and Board of Directors of Apollo held on March 8, 2010,
Haywood Securities Inc. delivered an oral opinion to the effect that as
of the date thereof the consideration to be paid under the Merger is
fair from a financial point of view to the shareholders of Apollo. The
Apollo directors and officers have also agreed to vote their shares in
favour of the Merger under the terms of support agreements with Linear.
The Binding Agreement entered into in connection with the Merger
includes reciprocal commitments by Linear and Apollo not to solicit or
initiate discussions concerning alternative transactions to the proposed
Merger. If the Merger is not completed, the terminating party will pay
the other party a termination fee, under certain circumstances, of C$4
million. The companies have also provided certain other customary
rights, including a right to match competing offers.
The Merger is subject to customary closing conditions including receipt
of all necessary court and regulatory approvals, including the approval
of the Toronto Stock Exchange and the NYSE Amex. The Merger is expected
to close in the second quarter of 2010.
Private Placement Financing & Apollo Project Debt Principal Reduction
Repayment
Linear will acquire, by way of a private placement, 62,500,000 Apollo
common shares at a price of C$0.40 per share for gross proceeds to
Apollo of approximately C$25,000,000 (the "Private Placement"). The
Apollo shares issued in the Private Placement will be subject to the
four-month hold period set out in NI 45-102 and will be "restricted
securities" under United States federal and state securities law.
Apollo will use the proceeds of the Private Placement to repay
US$10,000,000 of indebtedness under its Black Fox project facility as
described below. The balance of the proceeds will be used for working
capital purposes.
The Private Placement is not conditional upon the completion of the
Merger. The closing of the Private Placement, which is subject to
customary conditions precedent, including approval of relevant stock
exchanges, is expected to occur on or about March 11, 2010.
Following closing of the Merger, an additional US$10 million will be
repaid to lower the project facility principal to US$50 million. Further
repayments will reduce the principal to US$35 million by December 31,
2010 and a repayment schedule for the remaining balance is to be agreed
by September 30, 2010.
Black Fox Project Finance Facility
Concurrently with the execution of the Binding Agreement, Apollo entered
into a consent letter in respect of its US$70 million Project Facility
Agreement (the “Facility Agreement”) with Macquarie Bank Limited and RMB
Australia Holdings Limited (together, the "Banks"). Pursuant to the
consent letter, the Banks agreed to, subject to the terms and conditions
contained in the consent letter, (i) consent to the Merger and the
Private Placement, (ii) subject to completion of the Merger and
satisfaction of various terms and conditions, not to accelerate
repayment of any amounts owing under the Facility Agreement or to
enforce any remedies in each case prior to September 30, 2010, in the
event of certain “events of default” or “review events” (each as defined
in the Facility Agreement), and (iii) make certain amendments to the
Facility Agreement. The amendments to the Facility Agreement include
amendments to the repayment schedule as discussed in the previous
paragraph and an extension to September 30, 2010 of various covenants
contained in the Facility Agreement including relating to the
satisfaction of certain completion tests related to the Black Fox
project and the obligation to fund a debt reserve account.
Management Team and Board of Directors
R. David Russell, President & CEO of Apollo, will continue to act in his
current role within the new company. Wade Dawe, President & CEO of
Linear, will assume the role of Chairman of the Board of Directors of
Apollo post closing. The Board of Directors of Apollo will be comprised
of seven members, including four current Apollo board members or Apollo
nominees, two Linear nominees, including the Chairman, and one nominee
who shall be a technical person mutually agreed upon by Apollo and
Linear.
Advisors and Counsel
Apollo’s financial advisor is Haywood Securities Inc. and its legal
counsel is Fogler Rubinoff LLP in Canada and Davis Graham & Stubbs LLP
in the United States. The financial advisor to Linear is CIBC World
Markets Inc. and its legal counsel is Wildeboer Dellelce LLP.
Conference Call
A conference call hosted by Messrs. Russell and Dawe to discuss this
compelling combination will be held at 11 a.m. Eastern Time (9 a.m.
Mountain Time and 8 a.m. Pacific Time) today, March 9, 2010.
Conference Call Details:
Call-in Number – North America (877) 407-0778
Call-in Number –
International (201) 689-8565
The conference call will be available for replay until March 22, 2010 by
calling (877) 660-6853 for North American callers and (201) 612-7415 for
international callers, using both account 286 and conference ID#346849
for playback. A link to the conference call will be available on
Apollo’s website (http://www.apollogold.com/en/investors_presentations.htm)
until March 22, 2010. The presentation slides for the conference call
will be available on Apollo’s website this morning, using the above link.
About Apollo
Apollo is a growing gold producer that operates the wholly owned Black
Fox Mine in Ontario, Canada, which commenced gold production in May
2009. In 2010, Apollo expects to produce approximately 100,000 ounces of
gold from its Black Fox Mill at total cash costs between US$500 and
US$550 per ounce produced. Apollo is also exploring the adjoining Grey
Fox and Pike River properties, all in the Timmins gold district in
Ontario, Canada, as well as the Huizopa Joint Venture (80 percent Apollo
and 20 percent Minas De Coronado, S. de R.L. de C.V.), an early stage,
gold-silver exploration project, approximately 16 kilometers (10 miles)
southwest of Minefinders Dolores gold-silver mine, in the Sierra Madres
in Chihuahua, Mexico.
The Qualified Person who reviewed Apollo’s technical information is
Apollo’s Senior Vice President of Exploration Richard F. Nanna.
About Linear
Linear Gold Corp is a well financed gold exploration and development
company committed to maximizing shareholder value through a strategy of
mine development, focused exploration, and effective risk management
through selective partnerships and acquisitions. Linear's flagship
development property located near Uranium City, Saskatchewan, hosts an
economic gold deposit and is now in the development stage to become a
70,000 - 90,000 ounce per year gold producer. Linear also holds an
extensive and diverse portfolio of mineral projects in the Dominican
Republic and Mexico.
Additional Information and Where to Find It
In connection with Apollo’s and Linear’s solicitation of proxies with
respect to the meeting of shareholders of each of Apollo and Linear to
be called with respect to the proposed plan of arrangement, Apollo and
Linear will file a joint proxy statement with the Securities and
Exchange Commission (the “SEC”). SHAREHOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO SHAREHOLDERS
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able
to obtain a free-of-charge copy of the proxy statement (when available)
and other relevant documents filed with the SEC from the SEC’s website
at http://www.sec.gov.
Shareholders of Apollo will also be able to obtain a free-of-charge copy
of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Apollo Gold Corporation,
5655 South Yosemite St., Suite 200, Greenwood Village, Colorado
80111-3220 or (720) 886-9656, or from Apollo’s website, www.apollogold.com.
Shareholders of Linear will also be able to obtain a free-of-charge copy
of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Linear Gold Corp., Suite
502, 2000 Barrington Street, Halifax, Nova Scotia B3J 3K1 or (902)
422-1421, or from Linear’s website, www.lineargoldcorp.com.
Interests of Participants in the Solicitation of Proxies
Apollo and certain of its directors, executive officers and other
members of its management and employees may, under the rules of the SEC,
be deemed to be “participants” in the solicitation of proxies from its
shareholders in connection with the proposed merger. Information
concerning the interests of the persons who may be considered
“participants” in the solicitation is set forth in Apollo’s proxy
statements and Annual Reports on Form 10-K (including any amendments
thereto), previously filed with the SEC, and in the proxy statement
relating to the plan of arrangement when it becomes available. Copies of
these documents can be obtained, without charge, at the SEC’s internet
website at www.sec.gov
or by directing a request to Apollo at the address above.
Forward-looking Statements
Certain statements in this presentation relating to the proposed Merger
and the companies' exploration activities, project expenditures and
business plans are "forward-looking statements" within the meaning of
securities legislation. These statements include statements regarding
completion of the Merger and the Private Placement, the near and long
term value of the Company, future production by Apollo or the combined
company future exploration activities and advancement towards
feasibility, future valuation multiples and estimates of future cash
flows, cash costs, strip ratios, grades, mill capacities, recovery
rates, mine life, capital expenditures and future development at
Apollo’s and Linear’s properties. The companies do not intend, and do
not assume any obligation, to update these forward-looking statements.
These forward-looking statements represent management's best judgment
based on current facts and assumptions that management considers
reasonable, including that the required approval will be obtained from
the shareholders of Apollo or Linear, that all third party regulatory
and governmental approvals to the Merger will be obtained and all other
conditions to completion of the Merger will be satisfied or waived, that
operating and capital plans will not be disrupted by issues such as
mechanical failure, unavailability of parts, labour disturbances,
interruption in transportation or utilities, or adverse weather
conditions, that there are no material unanticipated variations in
budgeted costs, that contractors will complete projects according to
schedule, and that actual mineralization on properties will not be less
than identified mineral reserves. The companies make no representation
that reasonable business people in possession of the same information
would reach the same conclusions. Forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the companies to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In
particular, fluctuations in the price of gold or in currency markets
could prevent the companies from achieving their targets. Other factors
are disclosed under the heading “Risk Factors,” “Risks and
Uncertainties” and elsewhere in Apollo and Linear documents filed from
time to time with the Toronto Stock Exchange, SEDAR and other regulatory
authorities, and Apollo documents filed with the NYSE Amex, the United
States Securities and Exchange Commission.
Non-GAAP Financial Measures
The term “total cash cost” is a non-GAAP financial measure and is used
on a per ounce of gold basis. Total cash cost is equivalent to direct
operating cost as found on the Consolidated Statements of Operations and
includes by-product credits for payable silver, lead, and zinc
production. We have included total cash cost information to provide
investors with information about the cost structure of our mining
operations. This information differs from measures of performance
determined in accordance with GAAP in Canada and in the United States
and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with GAAP. This measure
is not necessarily indicative of operating profit or cash flow from
operations as determined under GAAP and may not be comparable to
similarly titled measures of other companies.