(All amounts are expressed in Canadian dollars, unless otherwise
VANCOUVER, Sept. 8, 2014 /CNW/ - Curis Resources Ltd. (TSX:CUV) ("Curis") announces that it has entered into a definitive arrangement agreement
(the "Agreement") whereby Taseko Mines Limited (TSX:TKO, NYSE MKT:TGB) ("Taseko") will acquire all of the issued and outstanding common shares of Curis
The Transaction will be implemented by way of a statutory plan of
arrangement and is subject to customary closing conditions, including
approval by securityholders, court approval and regulatory approval.
Assuming the timely receipt of such approvals, the transaction is
expected to close in October 2014.
Taseko is an intermediate copper producing company with operations in
British Columbia. Taseko's primary asset is a 75% interest in the
Gibraltar Copper-Molybdenum Mine, which has an annual capacity of
approximately 165 million pounds of Copper (100% basis). Taseko also
has a 100% interest in the New Prosperity Gold-Copper and Aley Niobium
projects. Curis is a mineral exploration and development company whose
principal asset is the Florence Copper project ("Florence Copper"), an in situ copper recovery ("ISCR") project in central Arizona, USA, with 2.4 billion pounds in copper
Under the terms of the Agreement, each Curis shareholder will receive
0.438 of a Taseko common share for each Curis common share held,
representing consideration of $1.055 per Curis share based on the
20-day volume-weighted average price ("VWAP") of the Taseko common shares for the period ending September 5, 2014.
The consideration payable to Curis shareholders represents a 21%
premium to Curis' 20-day VWAP and a 31% premium to Curis' 60-day VWAP,
each for the period ending September 5, 2014 and based on Taseko's
20-day VWAP and 60-day VWAP during the same period. Following
completion of the Transaction, Taseko will have approximately 222.1
million common shares outstanding, of which current Taseko shareholders
will own approximately 88% and former Curis shareholders (other than
Taseko) will own approximately 12%.
The Agreement provides for, among other things, a non-solicitation
covenant on the part of Curis, subject to customary "fiduciary out"
provisions that entitle Curis to consider and accept a superior
proposal, a right in favour of Taseko to match any superior proposal
and, in certain circumstances, the payment of a $3 million termination
fee to Taseko.
Taseko has agreed to provide US$2 million of short-term financing by way
of an unsecured convertible loan to Curis until the closing of the
Transaction. The loan will be advanced in two equal tranches on October
15 and November 15 and will be convertible into Curis common shares, at
the option of Taseko, at an exercise price of $0.90 per share. As of
the date herein, Taseko owns 12,916,667 common shares of Curis,
representing approximately 17.3% of Curis' common shares outstanding.
Curis Board of Directors Support for the Agreement and Fairness Opinion
A special committee of independent directors of Curis' board of
directors (the "Independent Committee") was constituted to consider the Transaction. The Independent
Committee received a fairness opinion from Paradigm Capital Inc. to the
effect that as of the date thereof the consideration to be received by
Curis shareholders under the Transaction is fair, from a financial
point of view, to the Curis shareholders (other than Taseko).
The board of directors of Curis, acting on the recommendation of the
Independent Committee and after consultation with its financial and
legal advisors, unanimously approved the Agreement and unanimously
recommends that Curis shareholders vote their common shares in favour
of the Transaction.
Russell Hallbauer declared a conflict due to his role as CEO of Taseko,
and therefore was not involved in the board of directors' decisions.
Completion of the Transaction will be subject to customary closing
conditions, including receipt of the required approvals at a special
meeting of Curis securityholders expected to be held in October 2014.
The Transaction will be subject to the approval of (i) at least
two-thirds of the votes cast by Curis shareholders and (ii) at least
two-thirds of the votes cast by Curis shareholders and Curis
optionholders voting together as a single class. Because Curis and
Taseko are related parties, completion of the Transaction is also
subject to "majority of the minority" approval under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), being a majority of the votes cast by shareholders other than Taseko
and its CEO. Prior to executing the Agreement, the board of directors
of Curis obtained a formal valuation (the "Valuation") from Deloitte LLP as required by MI 61-101. The Valuation was
prepared under the supervision of the Independent Committee.
A management information circular providing a detailed description of
the transaction will be mailed to shareholders of Curis in connection
with the special meeting.
Benefits to Curis Shareholders
The Agreement represents numerous benefits to Curis shareholders,
including access to existing financial resources to ensure the funding
of Florence, an ownership stake in Gibraltar, a stable cash flowing
asset, as well as significant growth potential from New Prosperity and
Aley. Curis shareholders will further benefit from Taseko's enhanced
trading liquidity and wide analyst coverage. The advancement of
Florence through the permitting, construction and commissioning phases
will be greatly aided by the depth and breadth of experience of
Taseko's management and board of directors.
David Copeland, President and CEO of Curis stated, "With the
announcement today of Taseko's all-share offer for Curis, I believe
there is an opportunity for shareholders of Curis to benefit from both
retained exposure to our world-class Florence Copper Project and from
Taseko's operating success at the Gibraltar Copper-Molybdenum Mine.
Curis shareholders will be able to participate in a producing company
with a more diversified development portfolio stemming from the New
Prosperity and Aley projects. Taseko is financially strong and will
allow us to forego the future dilution Curis shareholders would have
faced to develop Florence on our own. The town of Florence and the
stakeholders in the area will be well-served by Taseko and its
excellent operating and environmental track record."
Benefits to Taseko Shareholders
Through the acquisition of Curis, Taseko adds a late-stage world-class
development project in a top-quality mining jurisdiction to its already
robust pipeline of exploration and development projects. Florence is
expected to have low, first quartile cash costs and a high return on
invested capital. Taseko expects Florence's funding requirements
through commissioning will not present a significant challenge. Once
producing, Florence will represent a further step towards the
well-diversified production base of a successful multi-asset producer.
Russell Hallbauer, President and CEO of Taseko stated: "The addition of
the Florence Copper Project to Taseko's development pipeline is an
exciting one - Florence is a quality project in a secure mining
jurisdiction with a supportive local population, and we believe our
board of directors and management have both the permitting and
operational experience to advance to commissioning in a timely manner.
Florence adds diversity to our robust pipeline of development projects,
and we believe it will serve as a low cost, low-risk future operating
asset. The Curis team on the ground in Florence will be valuable to the
Taseko family as the project is developed."
Curis' financial advisor in relation to the Transaction is Paradigm
Capital Inc. and its legal advisor is McCarthy Tétrault LLP. Taseko's
financial advisor in relation to the Transaction is BMO Capital Markets
and its legal advisor is Dentons LLP.
Curis is focused on the acquisition, development and operation of
high-quality next generation copper properties in progressive
jurisdictions around the world. Its current goal is to advance the
100%-owned Florence Copper project to production.
Florence Copper is in the final stages of permitting for the Phase 1
Production Test Facility ("PTF") for the in-situ copper recovery project in Arizona, USA. The PTF
includes a 24-well in-situ recovery well field and a state of the art
SX-EW plant that will produce copper cathode. The PTF will assist in
the demonstration of the science and safety of the in-situ process and
provide an opportunity for the public to fully engage and understand
this modern copper extraction technology. Concurrently, Florence
continues to advance engineering, testwork, environmental studies and
permitting for Phase 2 commercial operations.
Florence Copper Mineral Reserves and Resources
All Oxide in Bedrock
Category (at 0.05% TCu Cut-off)
Billion lb Copper
Based on 577,317 feet of drilling in 502 holes Mineral reserves are
contained within the measured and indicated mineral resources.
Mineral resources that are not mineral reserves do not have demonstrated
Contained metal in mineral resources and reserves do not have
metallurgical recovery applied.
For further information on the 2103 Pre-Feasibility Study on the
Florence Copper Project, see Curis news releases dated February 13,
2013 and March 26, 2013 and the technical report that is filed at
Headquartered in Vancouver, Canada, Taseko is the owner (75%) and
operator of the Gibraltar Mine, the second largest open pit
copper-molybdenum mine in Canada. Taseko also owns the New Prosperity
Project, one of the largest undeveloped gold-copper deposits in the
world. The Aley Niobium Project and Harmony Gold Project provide Taseko
with a diverse project pipeline.
Both Taseko and Curis are affiliated with Hunter Dickinson Inc. ("HDI"), a diversified global mining company with a 25-year history of
mineral development success.
The technical information on Curis has been reviewed and approved by
David Copeland, P.Eng, Curis President and CEO, who is a qualified
person. The technical information on Taseko has been reviewed and
approved by John McManus, P.Eng, Chief Operating Officer, Taseko Mines
Limited, who is a qualified person.
Curis will hold a conference call on September 9, 2014 at 11:30 am
(Toronto) / 8:30 am (Vancouver):
Participant Toll-Free Dial-In Number: (844) 420-7671
Participant International Dial-In Number: (716) 247-5775
In order to join this conference call, all speakers and participants
will be required to provide the Conference ID 2210089. Playback
dial-in #: (855) 859-2056 or (404) 537-3406 and Conference ID
2210089, playback available for one week.
Forward Looking Statements
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address exploration drilling,
exploitation activities and events or developments that Curis expects
are forward-looking statements. Although Curis believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially
from those in the forward-looking statements. Assumptions used by Curis
to develop forward-looking statements include the following: the
Transaction will successfully complete, the Florence Copper project
will obtain all required environmental and other permits and all land
use and other licenses for construction of the Production Test Facility
and full commercial facilities, the Florence Copper project will
achieve targeted production levels; studies and development of the
Florence Copper project will continue to be positive; contracted
parties will provide goods and/or services on the agreed timeframes;
equipment necessary for construction and development will be available
and will not incur unforeseen breakdowns; no material labour slowdowns
or strikes will be incurred; plant and equipment will function as
specified; geological or financial parameters will not necessitate
future mine plan changes; and no geological or technical problems will
occur. Factors that could cause actual results to differ materially
from those in forward-looking statements include risks and
uncertainties associated with the timely receipt of required
shareholder, court and regulatory approvals in connection with the
Transaction, fluctuations in market prices, exploitation and
exploration successes, continuity of mineralization, uncertainties
related to the ability to obtain necessary environmental, land use and
other permits, approvals, licenses and title on a timely basis and
delays due to third party opposition, changes in government policies
regarding mining and natural resource exploration and exploitation, the
final outcome of any lawsuits, the continued availability of capital
and financing, and general economic, market or business conditions.
Investors are cautioned that any such statements are not guarantees of
future performance and actual results or developments may differ
materially from those projected in the forward-looking statements. For
more information on Curis, investors should review Curis' continuous
disclosure filings that are available at www.sedar.com.
SOURCE: Curis Resources Ltd.
For further information:
Manager Investor Relations