Newmont to Acquire Miramar Mining for $1.5 Billion


Newmont Mining Corp. and Vancouver, British Columbia-based Miramar Mining Corp. announced on October 9 that they have entered into an agreement that provides for the acquisition by Newmont, with the unanimous support of the Miramar board of directors, of all the outstanding common shares of Miramar for C$6.25 cash per common share. The acquisition will be effected through a take-over bid, the full details of which were to be presented in Newmont's take-over bid circular scheduled for mailing to Miramar shareholders in late October. The transaction values Miramar at approximately C$1.5 billion on a fully diluted basis. The offer represents a premium of approximately 29% over Miramar’s 20- day volume weighted average trading price on the TSX through October 5, 2007. All of the directors and senior officers of Miramar have entered into written agreements to accept Newmont’s offer and to tender their shares to the take-over bid.

Newmont President and CEO Richard O’Brien said, “We made an initial investment in Miramar in 2005 because we saw the potential strategic opportunity offered by the Hope Bay Project as part of our broader exploration and growth portfolio. We have been impressed with the progress of the project since that time, and believe that, as a result of its scale, the true potential of the project can best be realized with the additional expertise and resources of a global gold company like Newmont. Consistent with our strategic focus on exploration and project development, this transaction represents the next logical step for this world class resource.”

According to a press statement issued by Newmont, strategic benefits offered by the transaction include:
• An opportunity for Newmont to establish a new, core mining district in the Nunavut Territory of Canada;
• Opportunity for Newmont’s exploration and project development teams to focus on a long-term deposit with competitive operating costs that is one of the top known, undeveloped gold deposits globally;
• The opportunity to reduce the technical risk associated with the project using Newmont’s historic investment in and understanding of the Hope Bay project, and;
• The opportunity for Newmont to control and explore a roughly 80 x 20-km greenstone belt with substantial exploration potential located.

Tony Walsh, president and CEO of Miramar said, “We believe Newmont’s offer takes into account the value of the existing resources at Hope Bay along with the significant upside potential. I firmly believe this is a world class project and that its value will continue to be realized under the direction of Newmont.”

Newmont said full details of the offer were to be included in the formal offer and take-over bid circular that is expected to be mailed to Miramar shareholders by the end of October. Newmont’s takeover bid circular will be accompanied by Miramar’s directors’ circular, which will provide shareholders of Miramar with, among other things, the rationale for the unanimous recommendation of the Miramar board that shareholders accept Newmont’s offer. Newmont currently holds an approximately 8.4% basic and 15% fully diluted common share interest in Miramar.

Newmont also announced that it has enhanced its existing financing capacity with a $1.3-billion underwritten financing commitment from JPMorgan and Citi that is in addition to approximately $1.5 billion in available capacity under its current revolving credit facility.

Documents on Miramar’s Website describe Hope Bay as a typical Archean greenstone belt, comparable to the Yellowknife, Kirkland Lake and other prolific gold belts; it extends over 80 km in a north-south direction and is between 7 and 20 km wide. The belt comprises mafic meta-volcanic and metasedimentary rocks that are bound by Archean granite intrusives and gneisses. The greenstone package has been deformed during multiple events and is transected by major north-south trending shear zones that appear to exert a significant control on the occurrence of mineralization, particularly where major flexures are apparent and coincident with antiforms. Similar features are the locus for major gold deposits in other Archean greenstone gold camps (e.g. Kirkland Lake).

Three gold deposits have been defined on the belt thus far. The Boston deposit is located near the south end of the belt and is associated with a flexure in the Hope Bay structural break. Gold is associated with sulphide mineralization (mostly pyrite) that forms in clots within the veins and as a halo in the wall rock around the veins.

The Doris deposit is described as typical of the “Archean lode” or “greenstone- hosted” deposit style. It consists of a steeply dipping, over 3-km-long quartz vein system in folded and metamorphosed pillow basalts and is situated at an inferred inflexion in the regional Hope Bay Break.

Prior to 2001, the Madrid deposit was seen as a lower grade target, associated with interbedded basalt, komatiitic volcanic flows, gabbros and black argillites, and was not a focus of activities. After major exploration success, the 2006 program focused on Madrid as a large open-pit opportunity. Recent exploration has been focused on establishing mineralization between the gaps of the four orebodies that make up the current Madrid resource. This exploration has been largely successful and technical economic studies are underway to determine the optimal scenario for mining at Madrid, looking at production that ranges from 300,000 oz to 650,000 oz/y.

Miramar Mining Corp. recently reported that preparation for the Doris North mine had begun, and that two of seven drills working at the company’s holdings in the Hope Bay greenstone belt have been pulled off resource expansion drilling to begin testing priority exploration targets to test for new discoveries outside the deposit areas.

While permitting continues for Doris North, Miramar said it has proceeded with the purchase of long lead time items for the project and is beginning site preparation at Hope Bay. A marine jetty and beach lay down area are the current focus as they are critical to receiving sea-lift barges carrying equipment, fuel and supplies for the project. Mobilization of equipment was expected to begin in August 2007.

“Although we have not received all of our final permits for Doris North we have begun site activities to allow us to be prepared as early as possible for production,” said Walsh. “Doris North is only the first contemplated mine on the Hope Bay belt and is what we believe will be only the start of mining gold on the belt. We will need the infrastructure we have started developing for many years to come. We are excited that we are finally moving ground for Doris North and look forward to the many opportunities Hope Bay has to offer Nunavut and Miramar.”.


As featured in Womp 07 Vol 8 - www.womp-int.com