IAMGOLD (IAG) Completes $30M Ecuador Unit Sale
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IAMGOLD Corp. (NYSE: IAG) announced that it has completed a transaction with INV Metals Inc. ("INV Metals") to sell IAMGOLD Ecuador S.A., which includes the Quimsacocha project in Ecuador.
IAMGOLD indirectly received an aggregate of 221,280,903 INV Metals' common shares ("INV Shares") as consideration for the sale. In addition, as part of INV Metals' private placement that was required as part of the Transaction, IAMGOLD acquired an additional 10 million INV Shares for $0.10 per INV Share. The total number of INV Shares received by IAMGOLD or its affiliates pursuant to the Transaction combined with the INV Shares IAMGOLD acquired in the related private placement is 231,280,903 INV Shares, which represents approximately 47% of all INV Shares issued and outstanding. Based on the closing price of the INV Shares on the Toronto Stock Exchange on November 6, 2012, the INV Shares acquired by IAMGOLD or its affiliates pursuant to the Transaction have a deemed value of $0.13 per INV Share, giving the Transaction a total value of approximately $30 million.
Pursuant to the Transaction, IAMGOLD will also be entitled to receive two milestone payments. The first milestone payment of 50 million INV Shares will be paid when INV Metals signs an exploitation contract with the government of Ecuador. The second milestone payment of 25 million INV Shares will be paid upon achieving commercial production. In the event the share issuance under a milestone payment would result in IAMGOLD holding more than 49.9% of the issued and outstanding INV Shares, the number of INV Shares issued in connection with such milestone payment will equal an amount that caps IAMGOLD's resulting ownership of INV Shares at 49.9% of the issued and outstanding INV Shares, and the difference between the number of INV Shares actually issued and those that were required to be issued but for the 49.9% limit (the "Excess INV Shares") will be (i) represented by an excess rights certificate which will entitle the holder to acquire, for a period of ten years from the date of issuance, that number of INV Shares that is equal to the Excess INV Shares, subject to standard adjustments, for no consideration at any time and from time to time upon exercise, or (ii) at the option of INV Metals, be paid in cash, with the amount determined by multiplying the number of Excess INV Shares by the market price of the Excess INV Shares.
IAMGOLD directly and indirectly acquired the INV Shares pursuant to the terms of a share purchase agreement and a private placement subscription and holds the securities for investment purposes. IAMGOLD currently has no intention of acquiring ownership of, or control over, additional securities of INV Metals other than additional INV Shares that may be issued to IAMGOLD through the milestone payments.
In addition to the share purchase agreement, IAMGOLD entered into: (i) a registration rights agreement with INV Metals, (ii) an equity rights agreement, and (iii) a nomination agreement.
IAMGOLD indirectly received an aggregate of 221,280,903 INV Metals' common shares ("INV Shares") as consideration for the sale. In addition, as part of INV Metals' private placement that was required as part of the Transaction, IAMGOLD acquired an additional 10 million INV Shares for $0.10 per INV Share. The total number of INV Shares received by IAMGOLD or its affiliates pursuant to the Transaction combined with the INV Shares IAMGOLD acquired in the related private placement is 231,280,903 INV Shares, which represents approximately 47% of all INV Shares issued and outstanding. Based on the closing price of the INV Shares on the Toronto Stock Exchange on November 6, 2012, the INV Shares acquired by IAMGOLD or its affiliates pursuant to the Transaction have a deemed value of $0.13 per INV Share, giving the Transaction a total value of approximately $30 million.
Pursuant to the Transaction, IAMGOLD will also be entitled to receive two milestone payments. The first milestone payment of 50 million INV Shares will be paid when INV Metals signs an exploitation contract with the government of Ecuador. The second milestone payment of 25 million INV Shares will be paid upon achieving commercial production. In the event the share issuance under a milestone payment would result in IAMGOLD holding more than 49.9% of the issued and outstanding INV Shares, the number of INV Shares issued in connection with such milestone payment will equal an amount that caps IAMGOLD's resulting ownership of INV Shares at 49.9% of the issued and outstanding INV Shares, and the difference between the number of INV Shares actually issued and those that were required to be issued but for the 49.9% limit (the "Excess INV Shares") will be (i) represented by an excess rights certificate which will entitle the holder to acquire, for a period of ten years from the date of issuance, that number of INV Shares that is equal to the Excess INV Shares, subject to standard adjustments, for no consideration at any time and from time to time upon exercise, or (ii) at the option of INV Metals, be paid in cash, with the amount determined by multiplying the number of Excess INV Shares by the market price of the Excess INV Shares.
IAMGOLD directly and indirectly acquired the INV Shares pursuant to the terms of a share purchase agreement and a private placement subscription and holds the securities for investment purposes. IAMGOLD currently has no intention of acquiring ownership of, or control over, additional securities of INV Metals other than additional INV Shares that may be issued to IAMGOLD through the milestone payments.
In addition to the share purchase agreement, IAMGOLD entered into: (i) a registration rights agreement with INV Metals, (ii) an equity rights agreement, and (iii) a nomination agreement.
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