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Gold/Mining/Energy : Claude Resouces CRJ/TSE -- Ignore unavailable to you. Want to Upgrade?


To: Scripts who wrote (15)2/23/1998 9:05:00 PM
From: Jay Anderson  Respond to of 23
 
Here is the press release

CLAUDE RESOURCES INC. (''CRJ-T'')
MADSEN GOLD CORP. (''MGF-T'')

SASKATOON, Sask., Feb. 13 /CNW/ - Claude Resources Inc. and Madsen Gold Corp. are pleased to announce that they have entered into an agreement whereby Claude will offer to acquire Madsen by way of a takeover bid for all of the issued and outstanding common shares at a share exchange ratio of 1 Claude share for every 3.5 Madsen shares. This represents a premium of 37%, based on Claude's and Madsen's 20 day average closing share price.
Arnie Hillier, Vice Chairman and Chief Executive Officer of Claude
stated, ''This major acquisition in one of Canada's largest and most prolific gold camps provides a tremendous opportunity for growth in both gold production and asset base for Claude Resources. We expect to add significant value to the existing Madsen assets with our strong balance sheet and extensive experience in underground narrow vein mining.''
Claude has also entered into a lock-up agreement with Mr. James Morlock, President of Madsen, pursuant to which Mr. Morlock will tender 2,272,136 shares representing approximately 15% of the issued and outstanding shares of Madsen, to the bid. Mr. Morlock stated, ''This transaction is in the best interests of all of the stakeholders of Madsen, including its employees and the community of Red Lake, and will result in the mine being brought into commercial production by experienced, proven operators''.
As a condition to the takeover Claude will by way of special warrant financing raise approximately CDN $10 million to $15 million. Claude has engaged CIBC Wood Gundy Securities Inc. to act as financial advisor and market on a best efforts basis, the special warrant financing. Proceeds of the offering will be primarily used for development work in the Madsen Mine, retirement of debt and payables, and working capital.
The acquisition of Madsen will fulfill Claude's growth objective of becoming an intermediate gold producer with expected production next year in excess of 100,000 ounces at an estimated cash cost of approximately US$220 per ounce. The addition of the Madsen mine will complement Claude's strategy of focusing on its mining expertise in narrow vein, underground deposits. Claude plans to replicate the successful experience at its existing Seabee mine in Saskatchewan which currently contributes approximately 60,000 ounces of production at a cash cost of US$210 per ounce. In addition, Claude will also
focus on the excellent exploration upside of the Red Lake mining district by implementing an exploration program on the prospective high grade ''Number 8'' zone.
The takeover transaction has been supported by the boards of directors of Claude and Madsen. The bid is subject to standard regulatory approvals; the requirement that at least two thirds of outstanding shares are tendered; and completion of a financing by Claude as noted above. The transaction is expected to close before the end of March, 1998.
Claude Resources Inc. is a publicly held Saskatoon-based resource company with 100% ownership of the Seabee gold mine in Saskatchewan, and holds interests in numerous gold exploration properties and oil and gas assets in Western Canada.