JAG - TSX/NYSE
CONCORD, NH, Sept. 9 /CNW/ - Jaguar Mining Inc. ("Jaguar" or the
"Company") (JAG: TSX/NYSE, JAG.NT: TSX) announced today that it is planning a
private offering of approximately US$110 million aggregate principal amount of
senior convertible notes due 2014 (the "notes"). Jaguar expects to grant the
initial purchasers in the offering a 30-day option to purchase up to an
additional $15 million aggregate principal amount of notes to cover
over-allotments, if any.
Although the terms of the offering have not been established, it is
expected that the price at which the notes will be convertible into Jaguar
common shares will be set at a premium to the current market price of Jaguar
common shares, that holders will have the right to convert at any time prior
to maturity and that, upon conversion, Jaguar may, in lieu of delivering its
common shares, elect to pay or deliver, as the case may be, cash or a
combination of cash and common shares, in respect of the converted notes.
Jaguar intends to use the net proceeds from the sale of the notes to
repurchase its outstanding 10.5% secured notes and to fund the exploration and
pre-development of a gold property that has yet to commercially produce gold
for which Jaguar is in exclusive negotiations, with the balance to be used for
working capital and general corporate purposes, which may include funding
operations, development, acquisitions and capital expenditures.
Any purchase of the secured notes may be made in the open market, through
an offer to purchase, by redemption once permitted on or after March 22, 2010
or in any other manner permitted by law. The proposed acquisition referred to
above will be subject to, among other things, the completion of due diligence
satisfactory to Jaguar, the settlement of a definitive agreement as well as
regulatory consents and approvals. The acquisition, if consummated, would not
constitute a "significant acquisition" under applicable Canadian or U.S.
The notes and the common shares issuable upon conversion of the notes
have not been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended. Offers and sales of the notes in
Canada will be made only pursuant to exemptions from the prospectus
requirements of applicable Canadian provincial or territorial securities laws.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security.
Forward Looking Statements
This press release contains forward-looking statements regarding the
proposed terms of the notes, the use of proceeds, the over-allotment option
and a potential acquisition. These forward-looking statements can be
identified by the use of words "expected," "intends" and "will". These
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the use of proceeds, the terms of the notes and
the ability of Jaguar to complete the acquisition to be materially different
from those expressed by the forward-looking statements. Such statements are
only predictions and the assumptions upon which they are based as a result of
those risks and uncertainties including risks related to completion of the
proposed offering, the use of proceeds from the offering and the ability of
Jaguar to complete the proposed acquisition.
These forward-looking statements represent our views as of the date of
this press release. Subsequent events and developments could cause the
Company's views to change. The Company does not undertake to update any
forward-looking statements, either written or oral, that may be made from time
to time by or on behalf of the Company subsequent to the date of this press
release, unless required by law.
For further information:
For further information: Investors and analysts: Bob Zwerneman, Vice
President Corporate Development and Director of Investor Relations, (603)
224-4800, firstname.lastname@example.org; Media inquiries: Valéria Rezende DioDato,
Director of Communication, (603) 224-4800, email@example.com