Fri Oct 13, 2006
Blue Pearl Announces Pricing of Public Offering of Subscription Receipts
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Blue Pearl Mining Ltd. announced today that the pricing has been determined for the proposed offering of subscription receipts of the Company. Blue Pearl will offer 36,400,000 subscription receipts at a price of $5.50 per subscription receipt for gross proceeds to Blue Pearl of $200,200,000. Upon completion of the Company's acquisition of Thompson Creek Metals Company ("Thompson Creek"), each subscription receipt will be automatically exchanged for one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company for a period of five years from the closing of the offering at a price of $9.00. The offering is being conducted on a "best efforts" basis through a syndicate of agents co-led by GMP Securities L.P. and UBS Securities Canada Inc., and including Canaccord Capital Corporation, Orion Securities Inc., Blackmont Capital Inc., Dundee Securities Corporation and Toll Cross Securities Inc. The Company has granted the agents an over-allotment option for a period of 30 days from the closing of the offering under which they may purchase up to an additional 5,460,000 subscription receipts (or the equivalent number of underlying common shares and warrants if the acquisition of Thompson Creek has been completed by the time the over-allotment option is exercised), to cover over-allotments, if any, and for market stabilization purposes.
Contemporaneously with the closing of the Thompson Creek acquisition, one of the vendors of Thompson Creek has agreed to purchase 7,227,182 common shares and 3,613,591 warrants for proceeds to Blue Pearl of $39,749,501 (approximately US$35 million).
The gross proceeds from the offering will be held in escrow until all of the conditions precedent to the acquisition of Thompson Creek have been fulfilled. Blue Pearl plans to use the proceeds from the offering, the proceeds from the Thompson Creek vendors' subscription, together with the proceeds from the Company's debt financing, to fund the purchase price for the Thompson Creek acquisition of US$575 million, for transaction costs relating to the Thompson Creek acquisition, the offering and the debt financing, and for general corporate and working capital purposes.
The offering is scheduled to close on or about October 23, 2006, and is subject to certain conditions including, but not limited to, the entering into of a definitive agency agreement, the filing of a final prospectus, and the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the Canadian securities regulatory authorities.
The securities being offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release is not an offer of securities for sale in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling securityholder and that will contain detailed information about the Company and management, as well as financial statements.
About Blue Pearl
Blue Pearl is a Canadian mineral resource company which, in addition to the proposed acquisition of Thompson Creek as noted above, plans to develop the Davidson Deposit, a high-grade underground molybdenum deposit near Smithers, B.C.
Ian McDonald, Chairman and CEO
Blue Pearl Mining Ltd.
Tel: 416-860-1438
info@bluepearl.ca
Olav Svela, VP, Investor Relations
Tel: 416-860-1438
Toll free: 1-800-827-0992
osvela@bluepearl.ca
Christina Lalli
Renmark Financial Communications Inc.
Tel.: 514-939-3989
clalli@renmarkfinancial.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of Blue Pearl, its subsidiaries and its projects, the future price of molybdenum, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims and limitations of insurance coverage. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Blue Pearl and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of molybdenum; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in Blue Pearl's preliminary short form prospectus dated September 11, 2006 which is available on SEDAR at
www.sedar.com. Although Blue Pearl has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and Blue Pearl disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Blue Pearl undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
You can view the Previous News Releases item: Tue Sep 12, 2006, Blue Pearl Files Preliminary Short Form Prospectus for Public Offering of Subscription Receipts
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Quelle: Blue Pearl