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BBR Brett Resources

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Share Name Share Symbol Market Type
Brett Resources TSXV:BBR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Osisko Announces Friendly Take Over Bid to Acquire Brett Resources

22/03/2010 4:15am

Marketwired Canada


NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO A U.S. PERSON 

Osisko Mining Corporation ("Osisko") (TSX:OSK)(FRANKFURT:EWX) and Brett
Resources Inc. ("Brett") (TSX VENTURE:BBR)(FRANKFURT:A4N) jointly announce that
they have entered into a definitive support agreement pursuant to which Osisko
will offer to acquire (the "Offer") all of the issued and outstanding common
shares of Brett (the "Shares"). Osisko has agreed to offer shareholders of Brett
(the "Shareholders") 0.34 of an Osisko common share for each common share of
Brett held. The consideration under the Offer represents a premium of 52.5%
using the 20-day volume weighted average prices of Osisko and Brett on the TSX
and TSX Venture, respectively for the 20 trading day period ending March 16,
2010. The value of the total consideration offered to the Shareholders is
approximately $372 million calculated on a fully-diluted basis, implying an
enterprise value of approximately $308 million. The boards of directors of both
companies have unanimously approved this transaction and the board of directors
of Brett will recommend that Shareholders tender to the Offer. 


This transaction positions Osisko as a near-term, diversified growing gold
producer with the following profile:




--  Near-term production from Canadian Malartic 
    --  Construction progressing and on schedule for a second quarter 2011
        start-up 
    --  Expected production of 688,000 ounces of gold in 2012 
    --  Fully-financed and fully-permitted 
--  Potential to produce over 1 million ounces per year by 2015 
    --  Brett's Hammond Reef Gold Project ("Hammond Reef") to potentially
        add an initial average production of 463,000 ounces per year 
--  Proven and probable in-pit reserves of 8.97 million ounces at Canadian
    Malartic 
--  Measured and indicated resources of 11.20 million ounces plus inferred
    resources of 7.17 million ounces at Canadian Malartic and Hammond Reef 
--  Strong balance sheet to fund future growth 
    --  Over $600 million of paid-in capex at the Canadian Malartic Project 
    --  $790 million in cash on hand (December 2009) 
    --  Credit facility available for additional $130 million 
    --  Cash on hand at Brett, plus anticipated proceeds from exercise of
        options and warrants representing a total of approximately $63
        million 
--  Experienced mine building and operating team 
    --  Over 10 mine builds completed collectively by the mine build team 
    --  Proven track record in raising capital for development 
--  Potential for further growth through exploration 
--  Diversified asset base located in Canada, one of the world's most
    favorable mining jurisdictions 
--  Relatively shallow ounces, with pit depths currently projected at 300
    metres (Hammond Reef) and 360 metres (Canadian Malartic) 



Mr. Sean Roosen, President, CEO and Director of Osisko, commented, "Osisko is
very pleased to make this offer to the shareholders of Brett to join us in our
quest towards creating Canada's newest premier mid-tier gold producer. The
addition of potential future production from the Hammond Reef project to
Canadian Malartic could well see us become a million ounce per year producer
within five years. With our mutual low cost profiles and stable jurisdictions,
Osisko expects this transaction to attract a premium valuation in the
marketplace for our shareholders. The experienced Osisko team will be able to
focus on the completion of the exploration, environmental, engineering and
community relations work necessary to move Hammond Reef towards a feasibility
study in short order. Internal cash flow from operations anticipated to begin at
Canadian Malartic in Q2 next year will allow the eventual project capex to be
funded internally, further removing market risk to bringing Hammond Reef into
production. This is a very good deal for the shareholders of Brett and Osisko,
and one that creates true value for both. Osisko is continuing towards its goal
of becoming a premium pure gold producer, with simple to understand, premium
jurisdiction all-Canadian assets."


Mr. Ron Netolitzky, Chairman of Brett commented: "On behalf of the board and
management of Brett, we are fully and unanimously supportive of this offer from
Osisko. Hammond Reef has been a company changing asset for Brett, and our team
has progressed the property through the value creation chain to the point where
it has garnered what we feel is the necessary attention of a serious partner to
help us take it forward to potential development. By combining forces with the
industry leading team from Osisko, we feel that we are offering the shareholders
of Brett the opportunity to maximize value through our combined efforts."


OVERVIEW OF HAMMOND REEF GOLD PROJECT

Upon closing, Osisko will assume ownership of Brett's 100%-owned Hammond Reef
Gold Project, located near Thunder Bay, Ontario. Hammond Reef is a large and
growing development project with potential to become a substantial open-pit
mine. Hammond Reef currently hosts a National Instrument 43-101 - Standards for
Disclosure for Mineral Projects ("NI 43-101") compliant inferred resource of
6.70 million ounces of gold (259.4 million tonnes at a grade of 0.8 grams per
tonne, using 0.3 grams per tonne cut-off), of which 97% lies within 300 metres
of surface.


A Preliminary Assessment Study (the "Study") was completed in November 2009
outlining an initial 14 year mine life operating at 50,000 tonnes per day. Over
the first six years, on average, Hammond Reef is expected to produce 463,000
ounces of gold per year at cash costs of US$382 per ounce (including royalties,
net of silver credits). Over the life of mine, Hammond Reef is expected to
produce a total of 5.13 million ounces of gold at an average rate of 369,000
ounces per year and average cash costs of US$442 per ounce (including royalties,
net of silver credits). Using a gold price of US$990 per ounce the Study shows
that Hammond Reef has an after-tax net present value of US$811 million (using a
5% discount rate) and an internal rate of return of 22.9%.


In addition to the current resource, Hammond Reef offers exciting exploration
potential as recent drilling confirmed continuity of mineralization along strike
two kilometers northeast of the existing resource. Brett has also identified
several parallel structures in the project area that host mineralization similar
to the main body.


Mr. Bob Wares, P. Geo.,COO and Director of Osisko, commented, "Hammond Reef is a
structurally and metalurgically simple deposit that is highly amenable to open
pit mining. It offers excellent potential for additional resources, both
down-dip at the southwestern end and along strike at the northeastern extremity,
over a distance of two kilometers towards Snail Bay. Numerous other gold
showings also exist elsewhere on the property which have yet to be evaluated for
potential bulk-tonnage resources."


BENEFITS TO BRETT SHAREHOLDERS

In addition to an immediate premium for the Shares, Shareholders will receive
the following benefits from the transaction:




--  Participation in a diversified, near-term gold producer 
    --  10.8% ownership of Osisko on a pro forma basis 
    --  Near-term valuation upside as Osisko transitions to production 
    --  Exposure to 220,000 metres of new exploration drilling planned on
        current Osisko projects for 2010, including an intensive 120,000
        metre program at the promising Duparquet Project (Osisko-Clifton
        Star Resources 50:50 joint venture) which currently hosts inferred
        resources of 2.6 M ounces gold 
    --  Expected re-rating as a diversified producer with 1 million ounce
        production potential 
--  Significantly improved trading liquidity 
--  Improved financing alternatives for Hammond Reef 
--  Proven permitting, development, construction, and community relations
    expertise at Osisko 



BENEFITS TO OSISKO SHAREHOLDERS

Through the acquisition of Brett, Osisko shareholders will realize the following
benefits:




--  Acquisition of a high-quality development asset 
    --  Production potential by 2015 
    --  Expected initial average production of 463,000 ounces of gold per
        year 
    --  Attractive acquisition cost of US$45 per ounce of inferred resources
--  Establishes Osisko as a diversified growing gold producer 
    --  Canadian asset base 
    --  Expected 688,000 ounces of production at Canadian Malartic in 2012 
    --  Growth to 1 million ounces of potential production 
--  Immediate and long-term value creation 
    --  Accretive to net asset value 
    --  Accretive to total resources 
    --  Accretive to long-term cash flow and production 
    --  Opportunities for operational and tax synergies as operations are
        all based in Canada 
--  Well positioned among mid-tier producers for valuation re-rating 



SUMMARY OF THE TRANSACTION

The acquisition of Brett will be completed by way of a take-over bid whereby
Osisko will offer to acquire each outstanding Share in exchange for 0.34 of a
common share of Osisko. The number of Osisko shares to be issued will be
approximately 36.4 million based on the currently issued and outstanding Shares
as of the date of this announcement, but will be subject to change depending on
the number of Brett options and warrants exercised while the Offer is
outstanding.


The board of directors of Brett has unanimously approved the Offer and will
recommend that Shareholders tender their shares to the bid.


Each senior officer and each member of the board of directors of Brett have
entered into lock-up agreement with Osisko pursuant to which each has agreed to
tender their respective Shares to the Offer, which together represent
approximately 4.9% of the issued and outstanding Shares. In addition, certain
institutional shareholders of Brett have also executed lock-up agreements with
Osisko in which each has agreed to tender their Shares to the Offer, which
together represent approximately 14.7% of the issued and outstanding Shares. In
aggregate, therefore, Osisko has received agreements to tender to the Offer in
respect of approximately 19.6% of the currently issued and outstanding Shares.


A take-over bid circular containing the full details of the Offer (together with
a Brett board of directors circular) and other related documents are expected to
be mailed to Shareholders on or about April 13, 2010.


In the event that the transaction is not completed, in certain circumstances,
Brett has agreed to pay Osisko a termination fee equal to $17.5 million. The
Offer is conditional on the deposit to the Offer of at least 66 2/3% of the
outstanding Shares, as well as receipt of any necessary regulatory approvals and
satisfaction or waiver of other customary conditions. The Offer, unless
extended, will expire 36 days after it begins.


Brett's financial advisors have each provided a verbal opinion to the
Independent Committee of Brett that the consideration offered is fair, from a
financial point of view, to Brett's shareholders.


Osisko's financial advisor is Cormark Securities Inc.; its legal advisors are
Fraser Milner Casgrain, LLP. Brett's financial advisors are Dundee Securities
Corporation and Genuity Capital Markets; its legal advisors are DuMoulin Black
LLP and Blake, Cassels & Graydon LLP.


Osisko has retained Kingsdale Shareholder Services Inc. to act as its
solicitation agent in connection with the Offer.


CONFERENCE CALL

A conference call is scheduled for Monday, March 22, 2010 at 11 am EST. Toronto
area call-in number is (416) 359-1272. North American toll-free call-in number
is 1 (888) 224-3760.


National Instrument 43-101 - Standards for Disclosure for Mineral Projects 

Mr. Bob Wares, P.Geo., Executive Vice-President and COO of Osisko, a Qualified
Person under NI 43-101, has read and approved the scientific and technical
information in this press release. Mr. Joe Ringwald, P.Eng. and Vice-President
of Brett, a Qualified Person under NI 43-101 has read and approved the technical
information in this press release. This release contains information relating to
a preliminary assessment that includes inferred mineral resources which are
considered too speculative geologically to have economic considerations applied
to them that would enable them to be categorized as mineral reserves. For
further information on the Canadian Malartic project, please see Osisko's
"Feasibility Study for the Canadian Malartic Project" completed by BBA Inc,
December 2008, the "Updated Mineral Resource Estimate for South-Barnat Deposit,
Malartic, Quebec", completed by Elzear Belzile, Ing., June 23, 2009 and press
release dated February 10, 2010. For further information on Hammond Reef please
see Brett's "Preliminary Assessment of the Hammond Reef Gold Project, Atikokan,
Ontario, Canada"; completed by Scott Willson Roscoe Postle Associates Inc.,
November 27, 2009.


About Osisko Mining Corporation

Osisko Mining Corporation is currently developing the Canadian Malartic gold
deposit and evaluating adjacent areas for a large-scale open pit, bulk-tonnage
mining operation. The Canadian Malartic deposit currently represents one of the
biggest gold reserves in Canada for a single deposit, and is still growing
through ongoing drilling on new mineralized zones. Current reserves for the
Canadian Malartic property (including the adjacent South Barnat deposit) are
8.97 million ounces, plus a global measured and indicated resource of 2.23
million ounces and an inferred resource of 0.47 million ounces (see press
release of February 10, 2010).


About Brett Resources Inc.

Brett Resources Inc. is a Canadian minerals exploration company whose primary
mandate is the discovery, acquisition, and development of precious metals
systems, with particular expertise in Canada and Latin America. Since 2006
Brett's primary focus has been the 100 percent owned Hammond Reef Gold Deposit
in Ontario where an inferred resource of 6.70 million ounces of gold, 259.4
million tonnes at a grade of 0.8 grams per tonne utilizing a 0.3 gram per tonne
gold cut-off has been outlined. 


Forward-Looking Information

Certain statements contained in this press release may be deemed
"forward-looking statements". All statements in this release, other than
statements of historical fact, that address events or developments that Osisko
and  Brett expect to occur, are forward looking statements. Forward looking
statements are statements that are not historical facts and are generally, but
not always, identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential", "scheduled" and
similar expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur. Although Osisko and Brett believe the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, including, without limitation that all technical, economical and
financial conditions will be met in order to put the Canadian Malartic Project
and the Hammond Reef Gold Project into commercial production, such statements
are not guarantees of future performance and actual results may differ
materially from those in forward looking statements. Factors that could cause
the actual results to differ materially from those in forward-looking statements
include gold prices, access to skilled consultants, mining development and mill
production personnel, results of exploration and development activities, Osisko
and Brett's limited experience with production and development stage mining
operations, uninsured risks, regulatory changes, defects in title, availability
of personnel, materials and equipment, timeliness of government approvals,
actual performance of facilities, equipment and processes relative to
specifications and expectations, unanticipated environmental impacts on
operations market prices, continued availability of capital and financing and
general economic, market or business conditions. These factors are discussed in
greater detail in Osisko and Brett's most recent Annual Information Forms, both
of which are filed on SEDAR, which also provide additional general assumptions
in connection with these statements. Osisko and Brett caution that the foregoing
list of important factors is not exhaustive. Investors and others who base
themselves on the forward-looking statements contained herein should carefully
consider the above factors as well as the uncertainties they represent and the
risk they entail. Osisko and Brett believe that the expectations reflected in
those forward-looking statements are reasonable, but no assurance can be given
that these expectations will prove to be correct and such forward-looking
statements included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press release.


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