Intrepid Mines Limited: Notice of Postponed General Meeting 21 July 2010 at 10:00 a.m. (Brisbane time)Sofitel Hotel, 249 Turbot Street, Brisbane, Queensland, Australia
21 July 2010 at 10:00 a.m. (Brisbane time)
Sofitel Hotel, 249 Turbot Street, Brisbane, Queensland, Australia
BRISBANE, AUSTRALIA -- (Marketwire) -- 07/08/10 -- The General Meeting of Intrepid Mines Limited (TSX: IAU)(ASX: IAU) (ABN 11 060 156 452) which was postponed from 28 June 2010 will now be held at 10:00 a.m. (AEST) on 21 July 2010 at the Sofitel Hotel, 249 Turbot Street in Brisbane.
The business to be considered at the General Meeting is set out below. The Explanatory Memorandum Addendum that accompanies and forms part of this Notice of Postponed General Meeting ('Notice') provides additional information in respect of the matters to be considered. A Proxy Form and a Revocation of Proxy Form further accompany this Notice.
Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Explanatory Memorandum dated 24 May 2010, which may be viewed on the Company's website (www.intrepidmines.com) or on SEDAR or the ASX website (Company symbol - IAU).
Key Dates
Set out below is the timetable relating to the Proposed Transaction. The key dates and events for implementation of the Proposed Transaction are subject to a number of factors, some of which are outside Intrepid's control. Accordingly, the dates below (other than the date of the Postponed General Meeting) are indicative only and may be changed without notice.
EVENT Indicative times and dates
Record Date 10:00 am on Monday, 19 July 2010
General Meeting of shareholders of
Intrepid 10:00 am on Wednesday, 21 July 2010
Last day for lodgement of Proxy Forms 10:00 am on Monday, 19 July 2010
Last day for revocation of Proxy Forms 10:00 am on Wednesday, 21 July 2010
Anticipated date of completion of
Proposed Transaction Friday, 30 July 2010
All references to time in this Notice and Explanatory Memorandum Addendum
are references to Australian Eastern Standard Time ('AEST') unless expressly
stated otherwise.
Special Business
Approval of the Proposed Transaction
To consider and, if thought fit, pass the following Resolution as an ordinary resolution:
'That for the purposes of ASX Listing Rule 11.2 and for all other purposes, the Proposed Transaction involving the acquisition by Northern Star Resources Limited of the Paulsens gold mine is hereby approved.'
Voting exclusion: The Company will disregard any votes cast on this Resolution by any person, or an associate of such a person, who might obtain a benefit (except a benefit solely in the capacity of a holder of Shares) if this Resolution is passed.
However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form, to vote as the proxy decides.
Vanessa Chidrawi
Company Secretary
8 July 2010
EXPLANATORY MEMORANDUM ADDENDUM
This Explanatory Memorandum Addendum is intended to provide Shareholders with sufficient additional information to assess the merits of the Proposed Transaction and Resolution contained in the accompanying Notice. The Directors of the Company recommend Shareholders read this Explanatory Memorandum Addendum in its entirety before making any decision on how to vote on the Resolution and if they are in any doubt consult their legal, financial or other professional advisor.
1 IMPORTANT NOTICES
The Notice and Explanatory Memorandum Addendum are dated 8 July 2010 (the 'New Notice Date'). These Notices form part of, and should be read in conjunction with, the Notice of General Meeting dated 24 May 2010.
A copy of the Notice and Explanatory Memorandum Addendum has been lodged with the Australian Securities Exchange ('ASX') (asx.com.au) and the Toronto Stock Exchange ('TSX') via the System for Electronic Document Analysis and Retrieval ('SEDAR') (sedar.com). Neither the ASX, the TSX nor any of their officers takes any responsibility for the contents of this Notice and Explanatory Memorandum Addendum.
Investment Decisions
The Explanatory Memorandum Addendum does not take into account the individual investment objectives, financial situation and particular needs of individual Shareholders or any other particular person. If you are in doubt as to what you should do, you should consult your legal, financial or other professional advisor prior to voting.
Record Date
Regulation 7.11.37 of the Corporations Regulations 2001(Cth) permits the Company to specify a time, not more than 48 hours before the Meeting, at which time a 'snap shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Directors have determined such time will be 10:00 a.m. AEST on 19 July 2010 (the 'Record Date').
2 VOTING
PROXIES PREVIOUSLY LODGED WITH THE COMPANY IN RESPECT OF THE POSTPONED MEETING WILL BE TREATED AS VALID UNLESS REVOKED BY A SHAREHOLDER.
2.1 Appointment of Proxies for Holders of Ordinary Shares
A holder of one or more ordinary share (a 'Shareholder') is entitled to attend and vote at the postponed General Meeting or, if unable to attend, a Shareholder may, by using the enclosed form (a 'Proxy Form'), appoint another person (who need not be a Shareholder of the Company), to attend the postponed General Meeting and represent the Shareholder (a 'Proxy'). The Chairman of the postponed General Meeting shall be appointed as Proxy if a Proxy Form is submitted by a Shareholder but no one is named on the form.
A Shareholder desiring to appoint a Proxy may do so by inserting another person's name in the blank space provided in the Proxy Form and sending the completed and executed Proxy Form to:
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Level 1 490
Upper Edward
Street Spring
Hill, Fax: +61 7 3007 8080 BY NO LATER THAN
Intrepid Mines Queensland Email: 10:00 AM AEST ON 19
Limited Australia 4004 info@intrepidmines.com JULY 2010
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200 University
Avenue, Suite
Equity 400 Toronto, BY NO LATER THAN 3:00
Transfer & Ontario Canada PM EDT ON 16 JULY
Trust Company M5M 4H1 Fax: +1 416 361 0470 2010
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Any Proxy Form received after that time will not be valid for the Meeting.
A Proxy can be appointed by the Shareholder or the Shareholder's attorney duly authorised in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorised.
A Shareholder submitting the Proxy Form may indicate the manner in which the Proxy is to vote with respect to any specific item of business by ticking the appropriate box. If the Shareholder wishes to confer discretionary authority on the Proxy (or Chairman of the Meeting) with respect to any item of business, then the box opposite the Resolution can be left blank. The shares represented by the Proxy Form submitted by a Shareholder will be voted in accordance with the directions, if any, given in the Proxy Form.
PLEASE NOTE THAT CANADIAN SHAREHOLDERS WHO RECEIVE THEIR MEETING MATERIALS FROM BROADRIDGE INVESTOR COMMUNICATIONS SOLUTIONS ('BROADRIDGE') MUST RETURN THE PROXY FORMS, ONCE VOTED, TO BROADRIDGE FOR THE PROXY TO BE DEALT WITH.
2.2 Resubmission of Proxy Form
Should shareholders who have already submitted a Proxy Form choose to change their proxy appointee or alter their voting instructions they may do so by completing a new Proxy Form and sending the completed and executed Proxy Form to the addresses noted above. Proxy Forms must be received by the Company no later than 10:00 a.m. AEST on 19 July 2010 or received by its Canadian transfer agent by no later than 3:00 p.m. EDT on 16 July 2010. Any new or replacement Proxy Forms received after that time will not be valid for the Meeting.
2.3 Revocation of Proxies for Holders of Ordinary Shares
Shareholders may revoke a previously submitted proxy in writing, executed and delivered in the same way as the original Proxy Form, at any time up until the commencement of the General Meeting or delivered to the Chairman of the General Meeting on the day of the Meeting or any adjournment thereof, prior to the time of voting. Shareholders may complete and return the enclosed Revocation of Proxy Form to revoke a previously submitted Proxy From.
3 BACKGROUND TO THE IMPROVED PROPOSED TRANSACTION
On 6 May 2010, the Company announced that it had entered into a conditional agreement to sell the Paulsens gold mine ('Paulsens') to Northern Star Resources Limited ('Northern Star') for a consideration totalling A$27 million ('Proposed Transaction').
The Company announced on 21 June 2010 that, following a review of information resulting from further mine development and exploration and significant upside potential due to increased Australian dollar gold prices, the Board of Directors had withdrawn their support for the Proposed Transaction. Subsequently, the Company recommenced negotiations with Northern Star, as announced on 24 June 2010. In order to allow for negotiations to be progressed and the Company's shareholders to be fully advised of the revised terms of the Proposed Transaction, the General Meeting scheduled for 28 June 2010 was postponed, to 21 July 2010.
On 29 June 2010, the Company announced that revised terms had been agreed for the Proposed Transaction. These revised terms recognise the concerns of Intrepid Directors, and in the Board's opinion deliver an acceptable return for the additional life of mine forecast production identified at Paulsens and the improved gold price.
The revised terms of the Proposed Transaction are set out below. The Proposed Transaction is still conditional upon, amongst other conditions, a simple majority approval by the Company's Shareholders.
4 SALE OF PAULSENS - THE PROPOSED TRANSACTION
Importantly, Intrepid now expects to have a significant net cash position of approximately A$46 million following completion of the Proposed Transaction. The strong cash position and absence of debt will provide the Company with considerable flexibility in progressing its development plans for the Tujuh Bukit project.
4.1 Key terms of the Proposed Transaction
The terms of the Proposed Transaction were amended by way of a letter agreement signed by the parties on 29 June 2010 ('29 June Letter Agreement'). The key terms of the Proposed Transaction as revised are set out below.
Completion date
The parties agreed to extend the end date by which completion of the Proposed Transaction should occur to 30 July 2010, to allow their respective shareholders time to be fully informed of the revised terms of the Proposed Transaction. Intrepid will continue to operate the Mine during July and, upon completion, Northern Star will be entitled to the net economic benefit from sales from 1 June 2010.
Consideration
The Proposed Transaction provides for consideration of up to A$40 million which is structured as follows:
1 The purchase price of A$15 million comprises:
(a) A$250,000 payable as a non-refundable deposit; and
(b) A$14,750,000 which will be paid on completion.
2 In addition to the purchase price Intrepid will be entitled to:
(a) cash payments of A$1.5 million on each of the completion date and 31
October 2010;
(b) a royalty of A$200 for each ounce of gold sold by Northern Star on and
from 1 June 2010, subject to a maximum of 51,000 ounces of gold sold;
and
(c) an additional royalty of A$135 for each ounce of gold sold by Northern
Star on and from 1 June 2010, subject to a maximum of 51,000 ounces of
gold sold.
In addition to the purchase price and the royalties Northern Star will
3 make two top-up payments of:
(a) A$2.5 million contingent on production of 57,500 ounces of gold being
sold on and from 1 June 2010, and
(b) A$2.5 million contingent on production of 62,500 ounces of gold being
sold on and from 1 June 2010.
Intrepid also has an option to purchase the Paulsens plant and infrastructure for A$1 in the event that gold production of 62,500 ounces is not achieved or the top-up cash payments are not made. In either circumstance, Northern Star assumes liability for closure and rehabilitation costs estimated at approximately A$5 million, which Intrepid would otherwise have incurred.
Conditions precedent
A number of the conditions stipulated under the 5 May 2010 Letter Agreement have been fulfilled. The remaining conditions precedent to be fulfilled include:
-- Northern Star shareholder approval. Northern Star shareholders will
consider the resolution to approve the Proposed Transaction at a meeting
to be held in Perth, Australia on or about 26 July 2010. Depending on
the date of the postponed Northern Star general meeting, the results of
the Northern Star shareholders' meeting may not be known prior to the
postponed General Meeting of Intrepid Shareholders.
-- Formal agreement. The parties must use their best endeavours and act
reasonably and in good faith to enter into a formal agreement restating
the terms of the Proposed Transaction and including warranties and
representations usual to contracts of this nature, by 9 July 2010.
-- Right of first refusal. Intrepid's joint venture partner, Cullen
Resources Limited (Cullen) holds first right of refusal in respect of
the sale of the tenements that relate to the Hardey Junction Joint
Venture and Cullen is still to advise whether it will elect to exercise
this right of first refusal.
-- Third party consents. Intrepid must obtain all third party consents to
the assignment of all rights under the existing Paulsens contracts which
reasonably and properly apply to the Proposed Transaction.
-- Encumbrances. Northern Star must assume liability for agreed
encumbrances and for all mine closure and environmental obligations
associated with Paulsens.
In addition to the conditions stipulated under the 5 May 2010 Letter Agreement, the following conditions precedent must be fulfilled:
-- Finance Northern Star must enter into formal financing agreements with
its financier, with terms including the priority of payments agreed with
Intrepid.
As at the New Notice Date the Directors have no reason to believe that the conditions precedent that remain outstanding will not be satisfied.
Break Fee
If the Intrepid shareholders do not approve the Proposed Transaction, Intrepid will be required to pay Northern Star a break fee of $400,000 plus GST. Similarly if Northern Star's shareholders reject the sale, Northern Star will pay Intrepid a break fee of $400,000 plus GST (less the $250,000 deposit already paid).
4.2 Directors' recommendation
Your Directors have carefully considered the potential benefits, and the potential disadvantages and risks, of the revised terms of the Proposed Transaction and believe that they address the valuation concerns previously raised while preserving the sale transaction.
Accordingly the Directors unanimously recommend that Shareholders vote in favour of the Proposed Transaction. In making this recommendation, the Directors note that the price offered is considered by the Board to be a fair price for Paulsens representing approximately A$310 per resource ounce.
In making this recommendation, Shareholders should note that no Director of the Company will receive any payment or benefit of any kind as a consequence of the Proposed Transaction, other than as a Shareholder of the Company.
4.3 Implications if the Proposed Transaction does not proceed
If Intrepid and/or Northern Star Shareholders do not approve the Proposed Transaction, the sale will not proceed. Further, the Proposed Transaction will not proceed if any of the other conditions precedent to the sale of Paulsens are not satisfied or otherwise waived by the relevant cut-off date. If the Proposed Transaction does not successfully complete, Intrepid will be subject to a higher degree of operational risk. Intrepid would continue to operate Paulsens until completion of the current mine plan. It is likely that Paulsens would then be closed and Intrepid would commence rehabilitation work at the Mine.
As detailed above, the parties have agreed that if their respective shareholders do not approve the Proposed Transaction, a break fee will be paid to the other party.
4.4 Other material information
Intrepid is a 'disclosing entity' for the purposes of Section 111AC of the Corporations Act 2001 (Cth). As such, it is subject to regular reporting and disclosure obligations. These disclosure obligations require Intrepid to disclose to the ASX any information that a reasonable person would expect to have a material effect on the price or value of the securities of Intrepid.
Information can be found at www.intrepidmines.com or from the ASX under ASX code - IAU or on SEDAR. There is no other information material to the making of a decision by Shareholders whether or not to vote in favour of the Proposed Transaction (being information that is known to Directors of the Company which has not previously been disclosed to holders of Shares in the Company) other than as set out in this document.
5 ACTION REQUIRED BY SHAREHOLDERS
Step 1 - Read the Notice and the Explanatory Memorandum Addendum
The Explanatory Memorandum Addendum sets out a detailed explanation of the reasoning behind the postponed meeting and the details of the Proposed Transaction which Shareholders are being asked to approve. This information is important. You should read these documents carefully and, if necessary, seek your own independent advice on any aspects about which you are uncertain.
Step 2 - Consider your Vote on the Resolution
Your vote is important. The postponed General Meeting is scheduled for 10:00 am (AEST) on 21 July 2010. If you are unable to attend the Postponed General Meeting, we still encourage you to cast your vote by completing and returning the enclosed Proxy Form. The table below outlines what you should do in particular situations:
Required Action
You have not yet
appointed a proxy
or provided voting You may either attend the postponed General Meeting and
instructions: vote in person or complete and submit a Proxy Form.
Your proxy Do nothing. All proxies previously lodged with intrepid
appointment and/or in respect of the postponed meeting will be treated as
vote is unchanged: valid unless revoked by a shareholder.
You wish to change (a) Revoke your proxy by
your appointed returning the enclosed
proxy: You may: Revocation of Proxy Form(i)
(b) Re-submit your proxy form
with a new proxy appointment;
or
(a) Revoke your proxy by
You wish to change returning the enclosed
your vote: You may: Revocation of Proxy Form(i)
(b) Re-submit your proxy form
with new voting instructions;
or
You wish to revoke You may revoke your proxy form by returning the
your Proxy Form: enclosed Revocation of Proxy Form(i)
(i)if you submit a Revocation of Proxy Form in order for your vote to be
counted you will either need to submit a new Proxy Form or attend the
meeting in person and vote on the Resolution.
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To view the proxy form associated with this press release, please visit the following link: http://media3.marketwire.com/docs/IAU0708PROXY.pdf
Contacts:
Intrepid Mines Limited
Vanessa Chidrawi
Company Secretary
+61 7 3007 8000
info@intrepidmines.com