Blue Pearl Completes US$575 Million Acquisition of Integrated
2006-10-26 17:00 (New York)
Blue Pearl Completes US$575 Million Acquisition of Integrated
Molybdenum Producer Thompson Creek
TORONTO, ONTARIO -- (MARKET WIRE) -- 10/26/06 -- Blue Pearl Mining
Ltd. (TSX: BLE)(TSX: BLE.WT)(FRANKFURT: A6R) announced today the
closing of its acquisition of Thompson Creek Metals Company, a
transaction that transforms the former junior mining company into the
world's largest publicly traded mining company that produces only
molybdenum.
The Thompson Creek assets include the Thompson Creek mine and
concentrator in Idaho, a 75% interest in the Endako mine,
concentrator and roaster in British Columbia and the Langeloth
metallurgical refinery plant in Pennsylvania. These assets will not
only complement, but particularly in the case of Endako, also offer
considerable synergies to Blue Pearl's current interest in the
Davidson Deposit, an underground molybdenum deposit 200 kilometres
northwest of the Endako complex.
"We are delighted to close this acquisition, which marks the birth of
a new major Canadian mining company at a time when the ranks of
Canadian metal producers are thinning," said Blue Pearl Chairman and
CEO Ian McDonald. "In terms of annual revenue we should rank in the
top 15 list of Canadian mining companies, and Blue Pearl will be an
integrated North American primary moly producer playing a significant
role in the global market for molybdenum."
Mr. McDonald noted that with molybdenum prices trading above the
US$25-per-pound level over the past two years and briefly hovering
around US$40 in mid-2005, Thompson Creek has experienced strong
financial performance. For the first nine months of fiscal 2006
(ended June 30, 2006), Thompson Creek reported income from operations
of US$407 million and net income of US$286 million (unaudited) and,
for the full fiscal year ended September 30, 2005 (audited), income
from operations of US$456 million and net income of US$323 million.
In reviewing Thompson Creek during the lead-up to the acquisition
announcement, Mr. McDonald said he was impressed with not only the
financials and the quality of the assets, but also with the depth of
experience of management and stable workforces at each of the sites.
The purchase price of the acquisition was US$575 million, with
additional payments of up to US$125 million contingent on future
molybdenum prices. Blue Pearl funded the acquisition and related
transaction costs through a US$204 million public equity offering, a
US$35 million equity sale to one of the vendors of Thompson Creek, a
US$402 million term debt facility and a US$25 million revolving line
of credit. The equity offering was co-led by GMP Securities L.P. and
UBS Securities Canada Inc., and included Canaccord Capital
Corporation, Orion Securities Inc., Blackmont Capital Inc., Dundee
Securities Corporation and Toll Cross Securities Inc. UBS Investment
Bank led the debt financing.
(For more information on the terms of the contingency payments,
details of the Thompson Creek assets and mineral reserves and mineral
resources, please refer to the Blue Pearl press release dated
September 5, 2006 and prospectus dated October 13, 2006 available on
SEDAR or on the Blue Pearl website at www.bluepearl.ca.).
With completion of the Thompson Creek acquisition, the previously
issued subscription receipts will be automatically exchanged into the
underlying common shares and warrants. The subscription receipts will
be de-listed October 26, 2006. The newly-issued warrants will begin
trading at the open on October 27, 2006 under the symbol BLE.WT.A.
This news release is not an offer of securities for sale in the
United States. Securities may not be offered or sold in the United
States absent registration or an exemption from registration. Any
public offering of securities to be made in the United States will be
made by means of a prospectus that may be obtained from the issuer or
selling securityholder and that will contain detailed information
about the Company and management, as well as financial statements.
About Blue Pearl Mining Ltd.
Blue Pearl is an integrated North American producer of primary
molybdenum with operations in Challis, Idaho; Langeloth,
Pennsylvania; Smithers, B.C. and Fraser Lake, B.C. Its sales and
marketing offices are located in Denver, Colorado and head office in
Toronto.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" which may
include, but is not limited to, statements with respect to the future
financial or operating performance of Blue Pearl, its subsidiaries
and its projects, the future price of molybdenum, the estimation of
mineral reserves and resources, the realization of mineral reserve
estimates, the timing and amount of estimated future production,
costs of production, capital, operating and exploration expenditures,
costs and timing of the development of new deposits, costs and timing
of future exploration, requirements for additional capital,
government regulation of mining operations, environmental risks,
reclamation expenses, title disputes or claims and limitations of
insurance coverage. Often, but not always, forward-looking statements
can be identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes" or variations (including
negative variations) of such words and phrases, or state that certain
actions, events or results "may", "could", "would", "might" or "will"
be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Blue Pearl and/or its subsidiaries to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
Such factors include, among others, general business, economic,
competitive, political and social uncertainties; the actual results
of current exploration activities; actual results of reclamation
activities; conclusions of economic evaluations; changes in project
parameters as plans continue to be refined; future prices of
molybdenum; possible variations of ore grade or recovery rates;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the mining industry;
political instability, insurrection or war; delays in obtaining
governmental approvals or financing or in the completion of
development or construction activities, as well as those factors
discussed in the section entitled "Risk Factors" in Blue Pearl's
short form prospectus dated October 13, 2006 which is available on
SEDAR at www.sedar.com. Although Blue Pearl has attempted to identify
important factors that could cause actual actions, events or results
to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or
results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are made as of the date
of this news release and Blue Pearl disclaims any obligation to
update any forward-looking statements, whether as a result of new
information, future events or results or otherwise. There can be no
assurance that forward-looking statements will prove to be accurate,
as actual results and future events could differ materially from
those anticipated in such statements. Blue Pearl undertakes no
obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change. Accordingly, the
reader is cautioned not to place undue reliance on forward-looking
statements.
Shares outstanding: 100,029,310
Contacts:
Blue Pearl Mining Ltd.
Ian McDonald
Chairman and CEO
(416) 860-1438
Email: info@bluepearl.ca
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