Als Noch-INV-Aktionär und zukünftiger DPM-Aktionär will ich die Übernahme auch mal in diesem Thread festhalten. 
https://www.dundeeprecious.com…f-INV-Metals/default.aspx
Dundee Precious Metals Announces Acquisition of INV Metals
Download this Press Release (PDF 208 KB)
May. 31, 2021 06:05
TORONTO, May 31, 2021 (GLOBE NEWSWIRE) -- Dundee Precious Metals Inc. (TSX:DPM) (“DPM”) is pleased to announce that it has entered into a definitive agreement (the “Arrangement Agreement”) with INV Metals Inc. (“INV Metals”) whereby DPM will acquire all of the issued and outstanding shares of INV Metals that DPM does not currently own pursuant to a court-approved plan of arrangement (the “Transaction”). DPM currently owns 35,344,424 common shares of INV Metals, or approximately 23.5% of outstanding INV Metals common shares.
Highlights of the Transaction
- Under the terms of the Transaction, each of the issued and outstanding common shares of INV Metals that DPM does not currently own will be exchanged for 0.0910 of a DPM common share.
- The Transaction has strong shareholder support, with management and directors of INV Metals and IAMGOLD Corporation (“IAMGOLD”) entering into voting support agreements representing, in aggregate, approximately 47% of the outstanding common shares of INV Metals.
- The exchange ratio implies consideration of C$0.80 per INV Metals common share based on the preceding 5-day volume-weighted average price (“VWAP”) of DPM on the Toronto Stock Exchange (“TSX”) for the period ending May 28, 2021. This represents a 63% premium to the closing price of INV Metals common shares on the TSX on May 28, 2021.
- The implied equity value of the Transaction on a 100% and fully-diluted basis is equal to approximately C$132 million and C$104 million for the portion not owned by DPM.
- Upon completion of the Transaction, existing DPM and INV Metals shareholders will own approximately 94.5% and 5.5% of the pro forma company, respectively.
Strategic Rationale for DPM
- The Loma Larga gold-copper-silver project (“Loma Larga” or “the Project”) is well-aligned with DPM’s core strengths and unique capabilities to unlock value:
- Similar geology, mining method and processing flow sheet to DPM’s Chelopech underground copper-gold mine, which DPM has developed into a world-class, modern operation;
- The Project will benefit from additional engagement with local stakeholders as was also the case in the initial stages of development for Ada Tepe, which is now a highly successful DPM operation that enjoys strong support from local communities; and
- A portion of the production includes complex concentrate, which can be processed at DPM’s Tsumeb smelter or other outlets.
- Adds high-quality growth asset to DPM’s portfolio: Loma Larga has the potential to produce an annual average of approximately 200,000 gold ounces (“Au oz.”) in its first five years. Life of mine production is estimated to be approximately 170,000 Au oz. per year at an attractive all-in sustaining cost, net of by-products (“AISC”), of approximately US$630/oz.1, which continues to support DPM’s peer-leading cost profile.
- Strong reserve base and economic profile: Loma Larga adds approximately 2.6 million Au eq. oz. of high-grade mineral reserves for an initial 12-year mine life with compelling economic returns.1
- Attractive valuation metrics: Transaction is expected to be accretive to DPM shareholders on a reserves and net asset value per share basis.
- Strong upside potential: DPM intends to explore further optimization studies at Loma Larga while continuing to advance the permitting process.
- Disciplined approach to project development: Ability to minimize up front spend during the permitting process while engaging with local communities in line with international best practices. As well, DPM will work to secure an investor protection agreement with the Ecuadorian government prior to making any significant capital commitments.
- Maintains DPM’s financial flexibility: Transaction size preserves DPM’s strong balance sheet and its ability to pursue additional growth opportunities, while also continuing to return capital to shareholders.
“This transaction leverages our proven strengths as an environmentally and socially responsible mining company, and we look forward to engaging with all national and local stakeholders,” said David Rae, Dundee Precious Metals’ President and Chief Executive Officer. “Loma Larga adds a high-quality, advanced stage gold project to our portfolio that has the potential to generate meaningful production growth and significant value for our stakeholders.”
“Our approach to advancing Loma Larga will benefit from our firm commitment to the highest standards for engagement with local communities and environmental stewardship, in addition to our development and operating experience to further unlock the significant potential of the project.”
Candace MacGibbon, Chief Executive Officer of INV Metals, said, “We are very pleased to announce this transaction today following many years of hard work and dedication from the INV Metals team. We believe DPM is uniquely positioned to move Loma Larga forward, and as such, this transaction is not only an excellent outcome for our shareholders, but also one with the potential to offer tremendous benefits for both the project’s national and local stakeholders in the coming years.”
Transaction Summary
The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), requiring the approval of: (i) at least 66 2/3% of the votes cast by the shareholders of INV Metals; and (ii) a simple majority of the votes cast by holders of INV Metals excluding for this purpose the votes attached to INV Metals common shares held by DPM and any other person as required under Multilateral Instrument 61-101 “Protection of Minority Security Holders in Special Transactions”, at a special meeting of INV Metals’ shareholders called to consider, among other matters, the Transaction.
IAMGOLD, along with the directors and officers of INV Metals, holding 36% and 11%, respectively, of the issued and outstanding common shares of INV Metals, have entered into voting support agreements with DPM, pursuant to which they have agreed, among other things, to vote their INV Metals shares in favour of the Transaction. Together with the shares already owned or held by DPM, this represents approximately 70% of INV Metals issued and outstanding shares that will be voted in support of the Transaction.
