Pretium Resources Inc. (TSX/NYSE: PVG) (“Pretivm” or the “Company”)
today announced that both Institutional Shareholder Services
(“ISS”) and Glass Lewis & Co. LLC (“Glass Lewis”) have
recommended that Pretivm shareholders vote
FOR the
resolution (the “Arrangement Resolution”) to approve the proposed
acquisition of Pretivm by Newcrest Mining Limited (ASX/TSX/PNGX:
NCM) (“Newcrest”) by way of a plan of arrangement (the
“Transaction”), at the upcoming special meeting of Pretivm
shareholders on January 20, 2022 (the “Special Meeting”).
In their report ISS stated, “The transaction
makes strategic sense as the consideration provides shareholders
optionality to either receive certain and immediate value in the
form of cash, or the ability to receive shares of Newcrest and
participate in the upside represented by the combined entity”.
Glass Lewis’ report noted, “The proposed
transaction represents the most attractive opportunity. The merger
will result in a larger, more diversified gold producer with an
opportunity to achieve meaningful synergies”.
ISS and Glass Lewis are leading independent,
third party proxy advisory firms who, among other services, provide
proxy voting recommendations to pension funds, investment managers,
mutual funds and other institutional shareholders.
Pretivm’s board of directors UNANIMOUSLY
recommends that shareholders VOTE FOR the
Arrangement Resolution
Pretivm Special Meeting
The Special Meeting will be held on Thursday,
January 20, 2022 at 2:00 p.m. (Vancouver time) in a virtual-only
format conducted by live audio webcast, using the Summit meeting
platform, at https://meetnow.global/MAZZWNK. Registered
shareholders and optionholders and duly appointed proxyholders will
have an equal opportunity to participate in the Special Meeting,
regardless of their geographic location or the particular
constraints, circumstances or health risks they may be facing.
Shareholders should closely review the
procedures outlined in the management information circular and
related meeting materials for the Special Meeting (the “Meeting
Materials”) to ensure that they are able to cast their vote prior
to or at the Special Meeting. The Meeting Materials are available
under the Company’s profile on SEDAR at www.sedar.com, and on EDGAR
at www.sec.gov and on the Company’s website at
www.pretivm.com/investors/Newcrest-Transaction.
YOUR VOTE IS IMPORTANT- PLEASE VOTE
TODAY
How to Vote
Due to the essence of time, shareholders are
encouraged to vote online or by telephone in advance of the
meeting, even if they plan on attending the meeting, to ensure
their vote is received in a timely manner.
THE VOTING DEADLINE IS 2:00 p.m.
(Vancouver Time) ON TUESDAY JANUARY 18, 2022
Vote using the following methods prior to the
Meeting1: |
Intranet |
Telephone or Fax |
|
|
|
Registered Shareholders and Optionholders:Shares
held in own name and represented by a physical certificate. |
www.investorvote.com |
Telephone: 1-866-732-8683Fax:
1-866-249-775 |
Non-Registered Shareholders:Shares held with a
broker, bank or other intermediary. |
www.proxyvote.com |
Call or fax to the number(s) listed on your voting instruction
form |
- Please review the Meeting Materials
for more information on how to vote your shares or options.
Shareholder and Optionholder Questions
and Voting Assistance
For any questions or assistance with voting,
shareholders and optionholders can contact Laurel Hill Advisory
Group at 1-877-452-7184 (toll-free in North America),
+1-416-304-0211 (calls outside North America) or by email at
assistance@laurelhill.com.
Transaction Details
Pursuant to the Transaction, Pretivm
shareholders will have the option to elect to receive C$18.50 per
Pretivm share in cash or 0.8084 Newcrest shares per Pretivm share,
representing share consideration of C$18.50 based on the Canadian
dollar equivalent of the 5 day volume-weighted-average-price (VWAP)
of Newcrest shares on the Australian Securities Exchange (ASX)
ending on November 8, 2021, subject to proration to ensure
aggregate cash and Newcrest share consideration each represent 5o%
of total transaction consideration (the “Transaction Price”).
Pretivm shareholders who do not elect cash or Newcrest shares
(subject to proration) will receive default consideration of C$9.25
per Pretivm share in cash and 0.4042 Newcrest shares per Pretivm
share. In order to make a valid election, registered
Pretivm shareholders must duly complete, execute and return the
letter of transmittal and election form enclosed with the Meeting
Materials in accordance with the instructions contained therein, by
5:00 p.m. (Vancouver time) on January 18, 2022 or, if the Special
Meeting is adjourned or postponed, no later than 48 hours
(excluding Saturdays, Sundays and statutory holidays in British
Columbia, Australia or New York) before the adjourned Special
Meeting is reconvened or the postponed Special Meeting is convened.
Beneficial Pretivm shareholders should follow the instructions
provided by your intermediary to make your election.
About Pretivm
Pretivm is an intermediate gold producer with
the 100%-owned, high-grade gold underground Brucejack Mine located
in northwestern BC. We strive for operating excellence and our
first priority is the health and safety of our employees,
contractors and neighbouring communities. We are committed to the
principles of sustainable development and conducting our activities
in an environmentally and socially responsible manner.
Pretivm ContactPretium
Resources Inc.Troy Shultz, Director, Investor Relations &
Corporate Communications(604) 558-1784invest@pretivm.com
Media ContactAlan Bayless,
Longview Communications and Public
Affairs604-417-9645abayless@longviewcomms.ca
Pretium Resources Inc.Suite
2300, Four Bentall Centre, 1055 Dunsmuir StreetPO Box 49334
Vancouver, BC V7X 1L4(SEDAR filings: Pretium Resources Inc.)
Cautionary Statements Regarding Forward-Looking
Statements
This news release contains “forward-looking
information” and “forward looking statements” within the meaning of
applicable Canadian and United States securities legislation
(collectively herein referred to as “forward-looking information”),
including the “safe harbour” provisions of Canadian provincial
securities legislation and the U.S. Private Securities Litigation
Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act
of 1934, as amended, and Section 27A of the U.S. Securities Act of
1933, as amended.
Wherever possible, words such as “plans”,
“expects”, “guidance”, “projects”, “assumes”, “budget”, “strategy”,
“scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”,
“intends”, “modeled”, “targets” and similar expressions or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved, or the
negative forms of any of these terms and similar expressions, have
been used to identify forward-looking information. Forward-looking
information contained herein includes, but is not limited to: the
consummation and timing of the Transaction; the satisfaction of the
conditions precedent to the Transaction; matters related to the
Special Meeting; timing, receipt and anticipated effects of court
and regulatory approvals; and discussion of future plans, projects,
objectives, estimates and forecasts and the timing related
thereto.
Forward-looking information is subject to a
variety of known and unknown risks, uncertainties and other factors
that could cause actual results, actions, events, conditions,
performance or achievements to materially differ from those
expressed or implied by the forward-looking information, including,
without limitation, failure to receive the required court and
regulatory approvals to effect the Transaction; changes in laws,
regulations and government practices; the impact of the COVID-19
pandemic and outbreak, including on our operations and workforce
and the operations and workforce of Newcrest; future price of gold
and silver and other metal prices; market competition, the
geopolitical, economic, permitting and legal climate that we
operate in; the potential of a third party making a superior
proposal to the Transaction and such other risks as are identified
in Pretivm’s public disclosure documents filed on SEDAR at
www.sedar.com and in the United States through EDGAR at the
Security and Exchange Commission’s website at www.sec.gov
(collectively, the “Pretivm Disclosure Documents”). This list is
not exhaustive of the factors that may affect any of our forward
looking information. Although we have attempted to identify
important factors that could cause actual results, actions, events,
conditions, performance or achievements to differ materially from
those contained in forward-looking information, there may be other
factors that cause results, actions, events, conditions,
performance or achievements to differ from those anticipated,
estimated or intended.
Our forward-looking information is based on the
assumptions, beliefs, expectations and opinions of management on
the date the statements are made, many of which may be difficult to
predict and beyond our control. In connection with the
forward-looking information contained in this news release, we have
made certain assumptions about, among other things: our business
and operations and that no significant event will occur outside of
our normal course of business and operations (other than as
expressly set out herein); the impact of the COVID-19 pandemic and
outbreak, including on our operations and workforce; our ability to
obtain the required court and regulatory approvals in a timely
matter, if at all; our ability to satisfy the terms and conditions
precedent of the Arrangement Agreement in order to consummate the
Transaction; Newcrest’s ability to obtain all necessary permits,
licenses and regulatory approvals for operations in a timely
manner, if at all; the adequacy of our and Newcrest’s financial
resources; sustained labour stability and availability of
equipment; the maintenance of positive relations with local groups;
favourable equity and debt capital markets; and stability in
financial capital markets. Although we believe that the assumptions
inherent in forward-looking information are reasonable as of the
date of this news release, these assumptions are subject to
significant business, social, economic, political, regulatory,
competitive and other risks and uncertainties, contingencies and
other factors that could cause actual actions, events, conditions,
results, performance or achievements to be materially different
from those projected in the forward-looking information. The
Company cautions that the foregoing list of assumptions is not
exhaustive. Other events or circumstances could cause actual
results to differ materially from those estimated or projected and
expressed in, or implied by, the forward-looking information
contained in this news release.
Additional information about the risks and
uncertainties concerning forward-looking information and material
factors or assumptions on which such forward-looking information is
based is provided in the Pretivm Disclosure Documents.
Forward-looking information is not a guarantee of future
performance. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Forward-looking information involves statements about
the future and is inherently uncertain, and our actual achievements
or other future events or conditions may differ materially from
those reflected in the forward-looking information due to a variety
of risks, uncertainties and other factors, including, without
limitation, those referred to in this news release and the Pretivm
Disclosure Documents. For the reasons set forth above, readers and
prospective investors should not place undue reliance on
forward-looking information.
We do not assume any obligation to update
forward-looking information, whether as a result of new
information, future events or otherwise, other than as required by
applicable law. Neither the TSX nor the NYSE has approved or
disapproved of the information contained herein.
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