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Pastimes : Clown-Free Zone... sorry, no clowns allowed -- Ignore unavailable to you. Want to Upgrade?

To: Box-By-The-Riviera™ who wrote (167031)	5/21/2002 8:58:17 AM
From: robnhood	Read Replies (2) \| Respond to of 436258

<<<-- DJ Pan Amer Silver/Corner Bay -2: $3.4M Break-Up Fee >PAAS -- VANCOUVER (Dow Jones)--Pan American Silver Corp. (PAAS) and Corner Bay Silver Inc. (T.BAY) have entered into an agreement for Pan American to acquire Corner Bay pursuant to a plan of arrangement. In a press release, Pan American said it will offer 0.54 of a common share plus 0.25 of a share of a newly formed exploration company for each Corner Bay share. It said the transaction will combine Pan American's silver production and operational experience with Corner Bay's exploration success that has resulted in the discovery of the Alamo Dorado silver-gold deposit, its principal asset. Peter Mordaunt, Corner Bay's chairman and president, would join the Pan American board. Pan American would own 9.99% of the new exploration company and would have the option to acquire, under certain conditions, any future silver discoveries made by the new company. The exploration company would be capitalized with about $3 million of Corner Bay's cash and would give Pan American and Corner Bay shareholders continuing participation in future exploration. The boards of both companies have approved the transaction, which is subject to due diligence, receipt of fairness opinions, and regulatory and shareholder approvals. Certain shareholders of Corner Bay, holding about 16.4% of Corner Bay's shares, have agreed to enter into support agreements under which they would vote their shares in favor of the transaction. If Corner Bay terminates the transaction and enters into another acquisition transaction, Pan American would receive a break-up fee of about $3.4 million. Corner Bay currently has 20.7 million shares outstanding on a diluted basis, including about 2 million share-purchase options (about 1 million of which may be exchanged for options in Pan American). Pan American has 45 million diluted shares outstanding and would issue about 11 million shares to complete the transaction. The merger ratio represents a 53% premium over Corner Bay's closing price Friday. The company said the Alamo Dorado deposit is an exploration discovery made by Corner Bay in 1997. Corner Bay holds a right to earn a 100% interest, with no royalties, in the project in Sonora State, Mexico. Corner Bay previously disclosed reserves of 50 million metric tons of ore grading 63.8 grams of silver and 0.23 grams of gold a ton for the deposit. It said Corner Bay is awaiting completion of a feasibility study on the deposit, and the study is subject to review by Pan American before completion. Pan American operates three mines in Latin America with expected production of 8.5 million ounces of silver this year, growing to an annual rate of more than 11 million ounces in 2003 with the planned expansion of the La Colorada mine in Mexico. Pan American and Corner Bay are mining companies. >>>