IAMGOLD and Wheaton River complete due diligence and sign definitive agreement
TORONTO and VANCOUVER, April 26 /PRNewswire-FirstCall/ - IAMGOLD
Corporation ("IAMGOLD") (TSX:IMG, AMEX:IAG) and Wheaton River Minerals Ltd.
("Wheaton River") (TSX:WRM, AMEX:WHT) are pleased to announce that they have
satisfactorily completed their due diligence, have received final fairness
opinions from their financial advisors and have signed a definitive agreement
to combine the two companies.
Having reached a definitive agreement, the companies expect to mail their
respective information circulars to shareholders in early May in advance of
the shareholder meetings scheduled for both IAMGOLD and Wheaton River on June
8, 2004. The combination must be approved by at least two-thirds of the votes
cast by the shareholders of Wheaton and by a majority of the votes cast by the
shareholders of IAMGOLD. The boards of the two companies unanimously recommend
that their shareholders vote in favour of the proposed transaction.
Joseph Conway, President and CEO of IAMGOLD commented on the signing of
the definitive agreement stating: "Having reached a definitive agreement we
now look forward to the IAMGOLD and Wheaton River shareholder meetings in
early June. Following these meetings we can combine the management talents of
IAMGOLD and Wheaton River to move the new company to its next level." Ian
Telfer, Chairman and CEO of Wheaton River, stated: "We are pleased that the
transaction is proceeding smoothly and look forward to the closing in early
June."
On March 30, 2004, IAMGOLD and Wheaton River announced a proposed
business combination to be completed by way of a Plan of Arrangement which
would create one of the world's ten largest gold producers. Under the terms of
the proposed transaction each Wheaton River common share will be exchanged for
0.55 of an IAMGOLD common share. All outstanding warrants of Wheaton River
will be exercisable on similar share exchange terms as offered by IAMGOLD for
Wheaton River's common shares (for example 100 Wheaton River warrants with a
C$1.65 strike price expiring on May 30, 2007 would be exercisable for 55
IAMGOLD common shares and would expire on May 30, 2007at an effective strike
price of C$3.00 per IAMGOLD share). The common shares of the new company will
continue to trade on the Toronto Stock Exchange and the American Stock
Exchange. Prior to closing the newly combined company will be renamed.
Summary of the New Company
Management of the new company will be led by a team consisting of Joseph
Conway as President and Chief Executive Officer, Ian Telfer as Executive Co-
Chairman and William Pugliese as Co-Chairman of the Board of Directors. The
expanded Board of Directors of the Company will include eight IAMGOLD
directors and the eight current Wheaton directors.
The new company will have operating interests in seven gold operations
located in the Americas, West Africa and Australia. Forecast annualized 2004
production of the combined company will be one million gold equivalent ounces,
plus exposure to copper production. Forecast 2004 gold equivalent cash
operating costs are estimated to average less than US$100 per ounce. The
combined company will have proven and probable reserves of 9.0 million ounces
plus additional measured and indicated resources of 4.4 million ounces and
inferred resources of 10.5 million ounces. The new company will have strong
operating cash flow and excellent financial flexibility with US$300 million in
cash and gold bullion.
The combined company has immediate and near-term production growth
through the development of the Amapari project in Brazil, the Los Filos
project in Mexico and expansion of the Tarkwa mine in Ghana. These projects
are expected to add over 300,000 ounces of annual gold production in 2006. In
addition, the company will have a large portfolio of exploration projects in
the Americas and West Africa.
Cautionary Statements
Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995: Except for the statements of historical fact
contained herein, the information presented constitutes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements, including but not limited to those
with respect to the price of gold, silver and copper, the timing and amount of
estimated future production, costs of production, reserve determination and
reserve conversion rates involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievement
of IAMGOLD or Wheaton to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, risks related to the
integration of acquisitions, risks related to international operations, risks
related to joint venture operations, the actual results of current exploration
activities, actual results of current reclamation activities, conclusions of
economic evaluations, changes in project parameters as plans continue to be
refined, future prices of gold, silver and copper, as well as those factors
discussed in the section entitled "Risk Factors" in the Form 40-F for each
company as on file with the Securities and Exchange Commission in Washington,
D.C. Although IAMGOLD and Wheaton have attempted to identify important factors
that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking statements.
Investors are advised that National Policy 43-101 of the Canadian
Securities Administrators requires that each category of mineral reserves and
mineral resources be reported separately. Investors and securities holders
should refer to the respective annual information forms of IAMGOLD and
Wheaton, each for the year ended December 31, 2002, and material change
reports filed by each company since January 1, 2002 available at
www.sedar.com, for this detailed information, which is subject to the
qualifications and notes set forth therein. United States investors are
advised that while the terms "measured" and "indicated" resources are
recognized and required by Canadian regulations, the SEC does not recognize
them. Investors are cautioned not to assume that all or any part of mineral
deposits in these categories will ever be converted into reserves.
Please note:
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This entire press release may be accessed via fax, e-mail, IAMGOLD's
website at www.iamgold.com and/or at www.wheatonriver.com and through Canada
Newswire's website at www.newswire.ca. All material information on IAMGOLD and
Wheaton River can be found at www.sedar.com or at www.sec.gov.
SOURCE IAMGOLD; Wheaton River Minerals Ltd.
-0- 04/26/2004
/CONTACT: IAMGOLD Corporation: Joe Conway, President and CEO,
or Tom Atkins, Vice-President, Investor Relations, Tel: (416) 360-4710,
Fax: (416) 360-4750, Toll-free: 1 888 IMG 9999; Wheaton River Minerals Ltd.:
Ian Telfer, Chairman and CEO, or Julia Hasiwar, Manager, Investor Relations,
Tel: (604) 696-3000, Fax: (604) 696-3001, Toll-free: 1 800 567 6223/
(IMG. IAG WRM. WHT)
CO: IAMGOLD; Wheaton River Minerals Ltd.
ST: Ontario
IN: MNG
SU: CON
-30-
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