- PAN AMERICAN SILVER AND CORNER BAY SILVER TO MERGE - Pancho, 21.05.2002, 15:17
- Was meine Bay seeehr freut... ;-) (+44% alleine heute) - Diogenes, 21.05.2002, 17:00
PAN AMERICAN SILVER AND CORNER BAY SILVER TO MERGE
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From: Pan American Silver Corp. (PRR)
http://www.panamericansilver.com/
mailto:info@panamericansilver.com
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Re: News Releases - 2002 - Tuesday, May 21, 2002
PAN AMERICAN SILVER AND CORNER BAY SILVER TO MERGE
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Pan American will host a conference call on Tuesday, May 21st at 11:00 a.m.
Pacific time (2:00 p.m. Eastern time) to discuss the planned merger with
Corner Bay Silver. To participate in the call, dial 1-416-695-5801 five
minutes before the start time. To listen to a playback of the call after
it has ended, dial 1-416-695-5800 and enter the pass code 1172916. This
option will be available for 2 weeks after the call. The conference call
will also be broadcast live and archived for later playback on the Internet
at http://www.q1234.com.
Vancouver, British Columbia and Toronto, Ontario...Pan American Silver
Corp. (Nasdaq -- PAAS; Toronto -- PAA) and Corner Bay Silver Inc. (Toronto
-- BAY) are pleased to announce that they have entered into an agreement
whereby Pan American will acquire all of the issued and outstanding shares
of Corner Bay pursuant to a plan of arrangement. The transaction will
combine Pan American's strong silver production and operational experience
with Corner Bay's proven exploration success that has resulted in the
discovery of the Alamo Dorado silver-gold deposit, its principal asset.
Under the arrangement, each common share of Corner Bay will be exchanged
for 0.54 common shares of Pan American plus 0.25 shares of a newly formed
exploration company ("ExploreCo"). Peter Mordaunt, Corner Bay's Chairman
and President, would join the Board of Pan American. Pan American would
own 9.99 percent of ExploreCo and would have the option to acquire, under
certain conditions, any future silver discoveries made by it. ExploreCo
would be capitalized with approximately US$3 million (C$5.0 million) of
Corner Bay's existing cash and would give Pan American's and Corner Bay's
shareholders continuing participation in future exploration under the
leadership of Mr. Mordaunt.
The Board of Directors of each company has unanimously approved the
transaction, which is subject to due diligence, receipt of fairness
opinions, and regulatory and shareholder approvals. Certain significant
shareholders of Corner Bay, holding approximately 16.4 percent of Corner
Bay's shares, have agreed to enter into support agreements with Pan
American under which they would vote their shares in favor of the
transaction. If Corner Bay terminates the transaction and enters into
another acquisition transaction, Pan American would receive a break fee of
approximately US$3.4 million (C$5.3 million).
Corner Bay currently has 20.7 million shares outstanding on a fully diluted
basis, including approximately 2 million share purchase options
(approximately 1 million of which may be exchanged for options in Pan
American). Pan American currently has 41.5 million shares outstanding (45
million fully diluted) and would issue approximately 11 million shares to
complete the transaction. The merger ratio represents a 53 percent premium
over Corner Bay's May 17th closing share price.
The Alamo Dorado deposit is a grassroots exploration discovery made by
Corner Bay in 1997. Corner Bay holds a right to earn a 100 percent
interest, with no royalties, in the project located in Sonora State,
Mexico. Corner Bay previously disclosed reserves (calculated at per ounce
prices of $5.28 silver and $300 gold) of 50 million tonnes of ore grading
63.8 grams of silver per tonne and 0.23 grams of gold per tonne for the
Alamo Dorado deposit (qualified person -- MINTEC, Inc., Sept. 2000
Pre-feasibility Study) containing approximately 103 million ounces of
silver and 371,000 ounces of gold. Corner Bay is currently awaiting
completion of a feasibility study on the Alamo Dorado deposit by AMEC
Simons Mining and Metals, a well-known independent engineering consulting
firm. The ongoing feasibility study will be subject to review by Pan
American prior to completion. The Alamo Dorado project is located in the
western foothills of the Sierra Madres and occupies a ridge top, making it
ideal for low strip ratio, open pit mining. Additional mineral resources
in the deposit and ample exploration targets on the 5,370-hectare (13,400
acre) project could significantly expand the project's resource base.
Peter Mordaunt, Corner Bay's Chairman and President stated,"Rarely does
the combination of two companies have such a natural synergy to instantly
create additional shareholder value. There is no question the merger will
create a leading primary silver producer and silver investment. Our
shareholders along with Pan American's shareholders should be as optimistic
about the future of the"new" Pan American as management and the Boards of
both of these companies are."
Pan American Silver now operates three wholly owned mines in Latin America
with expected production of 8.5 million ounces of silver this year, growing
to an annual rate of over 11 million ounces in 2003 with the planned
expansion of the La Colorada mine, also located in Mexico.
Pan American's Chairman and CEO, Ross Beaty said,"I congratulate Peter on
the excellent job Corner Bay has done in discovering Alamo Dorado and
enhancing its value. This deposit fits Pan American like a glove and
creates exceptional value for Pan American's shareholders. This
transaction increases our Latin American reserves by almost 70 percent and
is expected to increase our near-term silver production by more than 50
percent. In addition, over 75 percent of Alamo Dorado's value comes from
silver, so it will also accentuate our existing silver purity. This
acquisition will boost our silver reserves and resources to over 739
million ounces, and with Alamo Dorado in our development pipeline, Pan
American's near-term annual silver production should reach 20 million
ounces."
- End -
Ross Beaty, Chairman or Rosie Moore, VP Corporate Relations, Pan American,
604-684-1175
Peter Mordaunt, Chairman or Steve Brunelle, Vice President, Corner Bay,
416-368-6240
CAUTIONARY NOTE
Some of the statements in this news release are forward-looking statements,
such as estimates of future production levels, expectations regarding mine
production costs, expected trends in mineral prices and statements that
describe Pan American/Corner Bay's future plans, objectives or goals.
Actual results and developments may differ materially from those
contemplated by these statements depending on such factors as changes in
general economic conditions and financial markets, changes in prices for
silver and other metals, technological and operational hazards in Pan
American/Corner Bay's mining and mine development activities, uncertainties
inherent in the calculation of mineral reserves, mineral resources and
metal recoveries, the timing and availability of financing, governmental
and other approvals, political unrest or instability in countries where Pan
American is active, labor relations and other risk factors listed from time
to time in Pan American's Form 40-F and Corner Bay's Form 20-F.
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Copyright (c) 2002 PAN AMERICAN SILVER CORP. (PRR) All rights reserved.
For more information visit our website at http://www.panamericansilver.com/
or send mailto:info@panamericansilver.com
Message sent on Tue May 21, 2002 at 5:05:33 AM Pacific Time
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