TORONTO, Jan. 8, 2018 /CNW/ - Centerra Gold Inc. ("Centerra") (TSX:CG) and AuRico Metals Inc. ("AuRico Metals") (TSX:AMI) announced today that they have completed their previously announced plan of arrangement (the "Arrangement"), pursuant to which a direct wholly-owned subsidiary of Centerra (the "Purchaser") acquired all of the issued and outstanding common shares of AuRico Metals for C$1.80 in cash consideration per share (the "Purchase Price"). The Purchase Price was funded through a combination of a new US$125 million acquisition facility and cash on hand of Centerra.
Scott Perry, President and CEO of Centerra said, "With the completion of the acquisition of AuRico Metals, we have expanded our existing development pipeline to include a de-risked brownfield development asset, located in Canada, as well, we are adding a high-quality, free-cash flow generating royalty portfolio. The Kemess property has the potential to be a low-cost, long life, significant gold and copper producer."
Centerra intends to cause the AuRico Metals common shares to cease to be listed on the Toronto Stock Exchange and to cause AuRico Metals to submit an application to cease to be a reporting issuer as soon as possible.
Immediately following the completion of the Arrangement, the Purchaser (a wholly-owned Centerra subsidiary) and AuRico Metals amalgamated, with the amalgamated company continuing to use the name "AuRico Metals Inc."
Registered AuRico Metals shareholders should send their completed and executed letters of transmittal and AuRico Metals share certificates to the depositary, Computershare Trust Company of Canada, in order to receive the consideration to which they are entitled under the Arrangement. A copy of the letter of transmittal is available under AuRico Metals' profile on SEDAR at www.sedar.com.
Concurrently with closing the Arrangement, and in connection with the funding of the Purchase Price, the Purchaser entered into a credit agreement (the "Credit Agreement") with The Bank of Nova Scotia, as administrative agent, lead arranger and lender, providing for a US$125 million senior secured non-revolving term credit facility (the "Credit Facility"). The obligations of AuRico Metals (the current borrower under the Credit Facility, as the successor by amalgamation of the Purchaser and AuRico Metals) are guaranteed by Centerra and certain of AuRico Metals' material subsidiaries. In addition, The Bank of Nova Scotia, as agent for the lenders, has been granted a security interest over substantially all of the properties and assets of AuRico Metals and its material subsidiaries, as well as the shares of AuRico Metals and AuRico Metals' material subsidiaries, and unrestricted cash of Centerra as well as the shares of certain of its directly-held subsidiaries.
About Centerra Gold Inc.
Centerra is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold properties in North America, Asia and other markets worldwide. Centerra operates two flagship assets, the Kumtor Mine in the Kyrgyz Republic and the Mount Milligan Mine in British Columbia, Canada and is the largest Western-based gold producer in Central Asia. Centerra's shares trade on the TSX under the symbol CG. The Company is based in Toronto, Ontario, Canada.
