DENVER, Feb. 3, 2011 - Newmont Mining Corporation (NYSE: NEM) ("Newmont" or "the Company") and Fronteer Gold Inc. (TSX, NYSE Amex: FRG) ("Fronteer Gold") today announced that they have entered into an agreement pursuant to which Newmont will acquire all of the outstanding common shares of Fronteer Gold by way of a Plan of Arrangement.
Under the Plan of Arrangement, shareholders of Fronteer Gold will receive Cdn$14.00 in cash and one common share in a new company ("Pilot Gold"), which will own certain exploration assets of Fronteer Gold, for each common share of Fronteer Gold. The cash consideration represents a premium of approximately 37% to the closing price of the common shares of Fronteer Gold on the TSX as of February 2, 2011 and equates to a value of approximately Cdn$2.3 billion for Fronteer Gold (excluding Pilot Gold).
Fronteer Gold owns a 100% interest in the development-stage Long Canyon project, which is located approximately one hundred miles from Newmont's existing infrastructure in Nevada. The proximity of Long Canyon to Newmont's Nevada operations provides the potential for significant development and operating synergies. Fronteer Gold also owns a 100% interest in the Northumberland project and a joint venture interest with Newmont in the Sandman project in Nevada, among other assets. Fronteer Gold has total attributable Measured and Indicated gold resources of 4.2 million ounces and Inferred resources of 1.7 million ounces at Long Canyon, Northumberland and Sandman.(1)
Pilot Gold will own a portfolio of Fronteer Gold's exploration properties in Nevada, Turkey, and Peru (see Exhibit A for a list of Pilot Gold's assets) and will be capitalized at closing with Cdn$10 million of cash. Upon closing of the transaction, Fronteer Gold shareholders will hold an aggregate 80.1% interest in Pilot Gold, and Newmont will hold the remaining 19.9% interest. As part of the Plan of Arrangement, the Pilot Gold common shares will be consolidated on a one-for-four basis.
"The acquisition of Fronteer Gold will contribute significantly to our anticipated growth profile in North America," stated Richard O'Brien, Newmont's President and CEO. "The Long Canyon project, with its Carlin trend-like metallurgical and geological characteristics, complements our existing project pipeline in Nevada. This combination of assets will allow Newmont to leverage our expertise and extensive infrastructure in the region. Based on the work conducted to date by Fronteer Gold, as well as our own due diligence, we believe that Long Canyon holds the potential to grow beyond 3 to 4 times Fronteer Gold's current stated resource estimate, with an attractive average gold grade of approximately 2.3 grams per tonne. Additionally, we believe that Fronteer Gold's wider portfolio of assets offers further upside potential for our portfolio."
In January 2011, Fronteer Gold released an interim resource estimate for Long Canyon, which reported Measured and Indicated resources of approximately 1.4 million gold ounces and an additional Inferred resource of approximately 0.8 million gold ounces.(1)
Fronteer Gold President and CEO, Mark O'Dea, stated: "This transaction delivers an immediate and attractive premium to our shareholders. It not only recognizes the current value of our key Nevada gold projects, but rewards shareholders for their future growth. The team at Fronteer Gold has done an exceptional job of creating value and we are proud of the high quality project pipeline that we have built in Nevada. Newmont shares our view that Long Canyon, our flagship project, is a 'best-in-class' asset with excellent production attributes and significant growth potential. Importantly, this transaction continues to expose Fronteer Gold shareholders to our ongoing exploration and development success through Pilot Gold. Pilot Gold will have an ideal new company structure, an experienced Board of Directors and management team, and sufficient financial resources to immediately undertake active exploration programs in both Turkey and Nevada. We welcome Newmont as our largest shareholder in Pilot Gold and we look forward to creating ongoing value for shareholders in the near-term."
Newmont in Nevada:
Newmont's land position in Nevada extends over 2 million acres. From its regional base in Elko, the Company currently operates six open pit mines, five underground mines, and nine process facilities. In addition, Newmont's project pipeline in Nevada includes Greater Leeville-Turf, Phoenix Copper Leach, Greater Gold Quarry, and our 'Sleeping Giants' (Mike, Fiberline, Greater Phoenix and Copper Basin). In 2010, Nevada operations produced 1.7 million attributable gold ounces, which was approximately 32% of the Company's total attributable gold production for the year. Nevada represents growth for Newmont, as evidenced by a 2011 exploration and development budget of approximately $285 million for near-mine activities. The Company plans to advance exploration activity in early and advanced stage projects such as Greater Leeville-Turf, Mike, Fiberline, Copper Basin and Greater Phoenix.
The transaction will be carried out by way of a Plan of Arrangement, the implementation of which will be subject to approval by at least 66 2/3% of the votes cast at a special meeting of Fronteer Gold shareholders that is expected to be held in early April 2011 followed by the approval of the Ontario Superior Court of Justice. Pursuant to the terms of the arrangement agreement between Newmont and Fronteer Gold, the transaction is also subject to applicable regulatory approvals and the satisfaction of certain closing conditions customary in transactions of this nature. The arrangement agreement also provides for, among other things, customary board support and non-solicitation covenants (subject to the fiduciary obligations of the Fronteer Gold Board and a Newmont "right to match") as well as the payment to Newmont of a break fee equal to Cdn$85 million if the proposed transaction is not completed in certain specified circumstances.
The Board of Directors of Fronteer Gold after consultation with its financial and legal advisors, has unanimously determined that the proposed transaction is in the best interests of Fronteer Gold and is fair to Fronteer Gold's shareholders and will recommend that Fronteer Gold's shareholders vote in favor of the transaction. RBC Capital Markets, acting as financial advisor to Fronteer Gold and its Board of Directors, has provided an opinion that the consideration to be received by Fronteer Gold's shareholders is fair, from a financial point of view, to Fronteer Gold shareholders. All of the directors and senior officers have entered into customary support agreements pursuant to which, among other things, they have agreed to vote their common shares in favor of the transaction.
The terms and conditions of the proposed transaction will be summarized in Fronteer Gold's management information circular, which will be filed and mailed to Fronteer Gold shareholders in March 2011. It is anticipated that the transaction, if approved by Fronteer Gold's shareholders, will be completed in the second quarter of 2011.
Copies of the Plan of Arrangement agreement and certain related documents will be filed with Canadian securities regulators and with the U.S. Securities and Exchange Commission (the "SEC") and will be available on the Canadian SEDAR website at www.sedar.com and on the SEC's website at www.sec.gov. The management information circular will also be available as part of Fronteer Gold's public filings at www.sedar.com and www.sec.gov.
Advisors and Counsel:
Newmont's financial advisor is BMO Capital Markets, and its legal counsel are Goodmans LLP and Wachtell, Lipton, Rosen & Katz. Fronteer Gold's financial advisor is RBC Capital Markets, and its legal counsel is Davies Ward Phillips & Vineberg LLP.