NEWS RELEASE
IAMGOLD SIGNS AGREEMENT TO ACQUIRE 100% OF MERREX GOLD
HALIFAX, NOVA SCOTIA -- (December 22, 2016) - Greg Isenor, President and CEO of Merrex Gold Inc., ("Merrex" or the "Company") (TSX Venture: MXI) today announces that the Company has signed a definitive agreement (the "Definitive Agreement") with IAMGOLD Corporation ("IAMGOLD") pursuant to which IAMGOLD has agreed to acquire, in an all-share transaction, all of the issued and outstanding common shares ("Shares") and common share purchase warrants ("Warrants") of Merrex, not already owned by IAMGOLD (the "Arrangement"). Merrex's principal asset is the Diakha-Siribaya project in Mali in which Merrex and IAMGOLD each hold a 50% interest.
IAMGOLD currently owns approximately 45.8 million or 23% of Merrex's issued and outstanding common shares.
Under the terms of the Definitive Agreement, all of Merrex's issued and outstanding Shares will be exchanged on the basis of 0.0433 of an IAMGOLD common share for each issued and outstanding Share. Based on the trailing 5- day volume weighted average price of the IAMGOLD common shares on the Toronto Stock Exchange, the share consideration represents a value of $0.20 per Share and values the Company's total outstanding equity on a fully diluted basis at approximately $41 million. The share consideration represents a 30% premium based on the trailing 20-day volume weighted average price of the Shares on the TSX Venture Exchange. All outstanding Warrants have been valued at $0.02 per Warrant and will be exchanged on the basis of 0.0043 of an IAMGOLD common share for each Warrant. Each "in-the-money" Merrex stock option ("Option") will vest and be exchanged for that number of Shares as is equal to the "in-the-money" portion of the Option immediately prior to the acquisition by IAMGOLD and such Shares received by holders of Options will be acquired on the same terms as all the other Shares. The Arrangement will proceed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
Greg Isenor, President and CEO of Merrex, stated "On behalf of the board of directors of Merrex, we are excited for the opportunities that the Arrangement provides for Merrex Securityholders. We believe that IAMGOLD management will provide top-tier growth to its shareholders from a high-quality asset base and we look forward to being shareholders of IAMGOLD. The price that is being paid by IAMGOLD for the shares of Merrex represents an attractive premium based on Merrex's recent trading price and also represents a significant value per ounce for the Company's indicated and inferred resources at the Diakha-Siribaya project."
Merrex's Support of the Arrangement
Merrex's board of directors (the "Merrex Board"), after consultation with its financial and legal advisors and after receiving a unanimous recommendation of Merrex's special committee comprised of independent directors, has unanimously determined that the Arrangement is fair to holders of Shares, Options and Warrants (collectively, the "Securityholders") and is in the best interests of the Company. The Merrex Board unanimously recommends that the Securityholders vote in favour of the Arrangement. Haywood Securities Inc. provided a fairness opinion to the Merrex Board that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Shareholders, excluding IAMGOLD and its affiliates, in connection with the Arrangement is fair, from a financial point of view, to such Shareholders.
All of the directors and officers of Merrex, and certain significant shareholders of Merrex have entered into agreements with IAMGOLD pursuant to which, among other things, they have agreed to vote all of the Shares, Warrants and/or Options owned or controlled by them in favour of the Arrangement. Those Shares represent approximately 19% of Shares outstanding, those Warrants represent approximately 40% of Warrants issued and those Options represent approximately 93% of the Options granted. Together with the Shares owned by IAMGOLD, holders of approximately 42% of the Shares have agreed to vote in favour of the Arrangement.
Key Details of the Arrangement Agreement
The Arrangement must be approved (i) by a two-thirds majority of the votes cast by Shareholders voting together as a single class and (ii) by a two-thirds majority of the votes cast by the Securityholders voting together as a class which will be called to consider the Arrangement at the special meeting of the Company (the "Meeting") which will be called to consider the Arrangement. In addition, the Arrangement will also require the approval of the "majority of the minority", being a majority of the votes cast by Shareholders other than IAMGOLD whose vote will not be included in determining minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Full details of the Arrangement and matters to be considered at the Meeting will be included in a management information circular, which is expected to be mailed to Securityholders in January 2017 and made available on SEDAR under the issuer profile of Merrex at w w w. sedar.co m.
The Definitive Agreement also includes customary provisions, including fiduciary out provisions, a termination fee of $1,500,000 payable by the Company to IAMGOLD upon the occurrence of certain events, and covenants not to solicit other acquisition proposals. IAMGOLD retains the right to match any superior proposal.
The Arrangement is also subject to the approval of the Supreme Court of British Columbia and all applicable regulatory authorities, including the TSX Venture Exchange and the conditions precedent set out in the Definitive Agreement. Subject to receipt of all required approvals, the Company expects the Arrangement to close in the first quarter of 2017.
Upon completion of the Arrangement, the Shares will be delisted from the TSX Venture Exchange, and it is expected that IAMGOLD will apply to cause Merrex to cease being a reporting issuer under applicable Canadian securities laws.
Advisors
Haywood Securities Inc. provided a fairness opinion to Merrex's Board and McCullough O'Connor Irwin LLP is acting as Merrex's legal counsel. Fasken Martineau LLP is acting as counsel to IAMGOLD.
About Merrex Gold Inc.
Merrex is primarily a West African focused gold exploration company with experienced management, a solid exploration team, a prominent gold-producer as a JV partner and an expanding gold resource.
For further details about the Company's exploration activities visit Merrex's website at www.merrexgold.com. To be added to Merrex's email contact list please email your request to [email protected]
On Behalf of the Board
Gregory Isenor
Gregory Isenor, P.Geo. President & CEO
MERREXGOLD
Suite 802, 1550 Bedford Highway, Bedford, NS B4A 1E6 Tel.: (902) 832-5555 Fax: (902) 832-2223
Forward Looking Statement
This release contains certain "forward-looking information" under applicable Canadian securities laws concerning the events and transactions contemplated by the Definitive Agreement. Forward-looking information reflects the Company's current internal expectations or beliefs and are based on information currently available to the Company. In some cases forward- looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward-looking information is based include, among others, that the conditions to closing of the Arrangement will be satisfied, that the transactions contemplated by the Definitive Agreement will be completed on the terms set out the Definitive Agreement, that all required regulatory, security holder, court and governmental approvals will be obtained on a timely basis, and that the business prospects and opportunities of Merrex and IAMGOLD will proceed as anticipated. Many of these assumptions are based on factors and events that are not within the control of the Company, and there is no assurance they will prove to be correct or accurate. Risk factors that could cause actual results to differ materially from those predicted herein include, without limitation: that the Arrangement will not be completed at all or on the terms less favourable to the Company, that required regulatory, security holder or court approvals will not be obtained and that the business prospects and opportunities of the Company and IAMGOLD will not proceed as anticipated; changes in the global prices for gold or certain other commodities (such as diesel, aluminum and electricity); changes in U.S. dollar and other currency exchange rates, interest rates or gold lease rates; risks arising from holding derivative instruments; the level of liquidity and capital resources; access to capital markets, financing and interest rates; mining tax regimes; ability to successfully integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; laws and regulations governing the protection of the environment; employee relations; availability and increasing costs associated with mining inputs and labour; the speculative nature of exploration and development; contests over title to properties, particularly title to undeveloped properties; and the risks involved in the exploration, development and mining business. Risks and unknowns inherent in all projects include the inaccuracy of estimated reserves and resources, metallurgical recoveries, capital and operating costs of such projects, and the future prices for the relevant minerals.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.