MONTREAL, Nov. 2, 2020 /CNW/ – MONARCH GOLD CORPORATION (“Monarch” or the “Corporation“) (TSX: MQR) (OTCQX: MRQRF) (FRANKFURT: MR7) is pleased to announce that it has entered into a definitive agreement (the “Agreement“) with Yamana Gold Inc. (“Yamana” or the “Company“) pursuant to which Yamana will acquire the Wasamac property and the Camflo property and mill through the acquisition of all of the outstanding shares of Monarch (not already owned by Yamana) for total consideration of approximately C$200 million or C$0.63 per Monarch share on a fully diluted basis, under a plan of arrangement. The total consideration to be paid by Yamana to the shareholders of Monarch (“Monarch Shareholders“) is approximately C$60.8 million in cash and C$91.2 million in Yamana shares. Under the plan of arrangement, Monarch will first complete a spin-out to its shareholders, through a newly-formed company (“SpinCo“) that will hold its other mineral properties and certain other assets and liabilities of Monarch, by issuing as consideration common shares of SpinCo (the “SpinCo Shares“) having an implied value of approximately C$47.5 million (the “Spin-Out“).
The transaction represents a 43% premium to the closing price of Monarch shares on the Toronto Stock Exchange (the “TSX“) on October 30, 2020 and a premium of 43% to the volume weighted average price of the Monarch shares on the TSX for the 20-day period ending on October 30, 2020.
Upon implementation of the plan of arrangement, the following assets and liabilities will be transferred by Monarch to SpinCo in consideration for the issuance of the SpinCo Shares to Monarch Shareholders:
- The Beaufor mine, the McKenzie Break property, the Croinor Gold property, the Swanson property and the Beacon Gold mill and property (the “SpinCo Properties”);
- C$14 million cash;
- All assets and liabilities related to the SpinCo Properties.
Following the Spin-Out, each outstanding common share of Monarch will be exchanged for:
- C$0.192 in cash from Yamana;
- 0.0376 of a Yamana share (a value of C$0.288 based on the volume weighted average price of the Yamana shares on the TSX for the 20 trading days ending on October 30, 2020);
- 0.20 of a SpinCo Share (with each full share having a value of C$0.75 per share).
Following the completion of the transaction, Monarch Shareholders will own approximately 1.3% of Yamana and 100% of SpinCo, and Yamana will own 100% of Monarch.
Board of Directors’ Recommendations
The Agreement has been unanimously approved by the Board of Directors of Monarch (with the exception of Yohann Bouchard who abstained) who recommends that Monarch Shareholders vote in favour of the Agreement. The Board of Directors of Monarch has received a fairness opinion from Stifel GMP, which state that the consideration to be received by Monarch Shareholders pursuant to the Agreement is fair from a financial point of view, to Monarch Shareholders (other than Yamana). The Agreement has also been unanimously approved by the Board of Directors of Yamana.
Transaction Conditions & Timing
Full details of the transaction will be included in the management information circular of Monarch that is expected to be mailed to Monarch Shareholders’ in December 2020. The transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will be subject to the approval of at least 66 2/3% of the votes cast by Monarch Shareholders and optionholders, voting as a single class, at a special meeting of Monarch Shareholders expected to be held near the end of December 2020.
The directors and senior officers of Monarch, holding in aggregate over 3% of the issued and outstanding common shares of Monarch, have entered into voting support agreements with Yamana, pursuant to which they have agreed to vote their shares in favour of the transaction. Certain larger shareholders of Monarch have also entered into support agreements and together with shares already owned or held by Yamana, approximately 28% of Monarch’s issued and outstanding shares would be voted in support of the Transaction.
The transaction does not require the approval of the shareholders of Yamana. The completion of the transaction is also subject to the receipt of court, stock exchange and any other required regulatory approval, and is subject to certain customary closing conditions for transactions of this nature.
The Agreement provides for, among other things customary board support and non-solicitation covenants, with “fiduciary out” provisions that allow Monarch to accept a superior proposal, subject to a “right to match period” in favour of Yamana. The Agreement also provides for a termination fee of C$8 million to be paid by Monarch to Yamana if the Agreement is terminated in certain specified circumstances.
The companies are working towards closing the transaction by the end of 2020 and not later than early January 2021.
None of the securities to be issued pursuant to the transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Value to Monarch Shareholders
- The total consideration values Monarch at approximately C$200 million or C$0.63 per share – a premium of approximately 43% to the closing price of the Monarch shares on the TSX on October 30, 2020 and a premium of 43% based on the volume weighted average price of the Monarch and Yamana shares for the 20 trading days ending on October 30, 2020
- Exposure to Yamana’s portfolio of high-quality mines and development projects, in addition to ongoing participation in value creation at Wasamac
- Access to Yamana’s technical, project development and operating capabilities as well as financial resources
- Potential for value accretion through a re-valuation in Yamana’s share price as the Company continues to deliver and de-risks its combined asset portfolio
- Participation in Yamana’s dividend program
- Participation in the well-capitalized SpinCo, which will hold a significant portfolio of advanced exploration assets in the prolific Abitibi mining camp, a fully permitted 750tpd mill, and the past producing Beaufor Mine.
Jean-Marc Lacoste, President and CEO of Monarch stated: “We have built, over the years, a great portfolio through acquisitions and organic growth which led to this fruitful transaction within the diversified portfolio of Yamana. A project the size of Wasamac needed a strategic alliance with a good developer and operator with a track record of success in similar styled mineralization and we believe this transaction is in the best interests of the shareholders. The exploration potential offered in the 200 km² eastern Abitibi region (comprised of the Beaufor mine, the McKenzie Break property, the Croinor Gold property, the Swanson property and the Beacon Gold mill and property) will continue to grow for the shareholders in the well-funded newly formed corporation. Finally, the cash component of the offer will permit the long-time shareholders to reduce their initial cost.”
Strategic Rationale for Yamana
The acquisition provides Yamana with a high-quality project with a significant mineral reserve and resource base and excellent potential for further expansion. The acquisition adds to the Company’s footprint in the Abitibi region, which is consistent with Yamana’s strategy to build on its existing presence in established mining jurisdictions where it has deep technical, geological, and operational expertise. In addition, the acquisition of the Wasamac and Camflo properties adds to Yamana’s pipeline of organic opportunities, significantly enhancing the Company’s future growth prospects. The company has considerable experience in large bulk tonnage underground mines, experience which will support the development of Wasamac. Furthermore, the acquisition aligns with the Company’s strategy for a balanced approach to capital allocation.
Advisors and Counsel
The Board of Directors of Monarch has engaged Stifel GMP as its financial advisors and Monarch has engaged Stein Monast LLP as its legal advisors in connection with the transaction.
Yamana has engaged Canaccord Genuity Corp. as its financial advisor and Cassels Brock & Blackwell LLP its legal advisors in connection with the transaction.
Yamana Gold Inc. is a Canadian-based precious metals producer with significant gold and silver production, development stage properties, exploration properties, and land positions throughout the Americas, including Canada, Brazil, Chile and Argentina. Yamana plans to continue to build on this base through expansion and optimization initiatives at existing operating mines, development of new mines, the advancement of its exploration properties and, at times, by targeting other consolidation opportunities with a primary focus in the Americas.
ABOUT MONARCH GOLD CORPORATION
Monarch Gold Corporation (TSX: MQR) is an emerging gold mining company focused on becoming a 100,000 to 200,000 ounce per year gold producer through its large portfolio of high-quality projects in the Abitibi mining camp in Quebec, Canada. The Corporation currently owns over 315 km² of gold properties (see map), including the Wasamac deposit (measured and indicated resource of 2.6 million ounces of gold, which includes proven and probable reserves of 1.8 million ounces of gold), the Beaufor, Croinor Gold (see video), and McKenzie Break advanced projects, the Camflo and Swanson exploration projects, and the Camflo and Beacon mills. It also offers custom milling services out of its 1,600 tonne-per-day Camflo mill.
The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Monarch’s actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this press release.
What provinces and territories have said about their COVID-19 vaccine plans – CBC.ca
The federal government is laying plans for the procurement and distribution of COVID-19 vaccines, inking contracts with seven potential manufacturers and saying six million doses could arrive in the country in the first quarter of 2021.
The most recent development from Ottawa came Friday when Prime Minister Justin Trudeau tapped former NATO commander Maj.-Gen. Dany Fortin to lead the national distribution effort.
But various provinces have started spelling out their plans as well. Here’s a look at what they’ve said so far:
The province’s chief medical officer of health says he will release a detailed plan for the distribution of a COVID-19 vaccine once Ottawa shares more information.
Dr. Robert Strang said Friday there is no certainty yet about the availability of a vaccine, but expressed hopes an initial supply will trickle into Nova Scotia early in the new year.
Strang said a detailed provincial plan, to be released once the federal government has shared more specifics on its end, will include tight control of the supply and clear rules dictating who can be first in line for immunization.
He said he’s waiting for more federal guidance on issues ranging from priority groups to transportation and storage logistics.
The province will be ready to start rolling out its vaccine plan as of Jan. 1, say senior politicians.
Premier François Legault said Thursday that public health officials have already settled on the list of priority vaccine recipients, but did not release details. Legault said the province is also working to put the necessary infrastructure in place to support a vaccine rollout.
That includes obtaining refrigerators capable of maintaining the extremely low temperatures needed by one of the most promising potential vaccine options, currently in development through pharmaceutical giant Pfizer.
Quebec has also tasked assistant deputy health minister Jerome Gagnon and former provincial public health director Dr. Richard Masse to oversee the province’s vaccination effort.
Premier Doug Ford is among those leaders calling on Ottawa to provide more clarity as officials scramble to develop a provincewide vaccination strategy.
Early speculation on the number of doses the province could receive was put to rest earlier this week when federal Health Minister Patty Hajdu said such details were still in the works.
But Ford has forged ahead, naming former chief of national defence, retired general Rick Hillier, to oversee the province’s vaccine rollout.
Hillier said on Friday he hopes to have a plan developed by year’s end, while Ford urged Ottawa to provide detailed information on potential vaccine delivery.
“We need a clear line of sight into the timelines of the shipments,” Ford said.
WATCH | Ontario prepares vaccine plan as daily case numbers hit record high:
The province’s top medical official has said she expects to receive 680,000 doses of COVID-19 vaccine early in the new year, a figure not yet confirmed by the federal government.
Dr. Deena Hinshaw has also said a number of hurdles and unknowns remain as the province works to devise its vaccination scheme.
“These [vaccine] numbers, of course, depend on many factors,” Hinshaw said on Nov. 18.
“They depend on the final pieces of the trials that are underway going well. They depend on ensuring that the safety and the effectiveness of the early vaccines can be assured. All of those checks and balances must be cleared.”
WATCH | Hinshaw speaks about a potential vaccine:
On Friday, Hinshaw said the province is working with Ottawa to get vaccine, but it is “a bit of a moving target” on when vaccines might be available.
“But our goal is that whenever vaccine is available, we will be ready to start immunizing individuals on that highest priority list.”
Provincial health officials announced on Wednesday that a vaccine strategy for the province is already in the works.
Dr. Bonnie Henry, the province’s top doctor, said Dr. Ross Brown of Vancouver Coastal Health will join the group working to organize the logistics around the distribution of vaccines.
Henry said front-line workers as well as those in long-term care homes will likely have priority for vaccinations.
She cautioned that while the province has contracts with vaccine makers, there can be challenges with offshore manufacturing.
WATCH | Potential vaccine is ‘fantastic,’ Henry says:
“It’s very much focused on who is most at risk and how do we protect them best,” Henry said. “There’s a lot of discussion that needs to happen.”
Henry said the province hopes to have vaccines in hand by January.
Premier Sandy Silver told the legislature on Wednesday that the territory has been in discussions with various levels of government on a vaccine rollout plan.
He said the goal will be to provide vaccines to elderly people and health-care providers.
Silver said rural and remote communities should also get priority status in northern regions, a fact he said he’s emphasized with federal authorities.
The premier said he has joined the other provincial and territorial leaders in pushing for a national strategy to distribute the vaccine.
“How confusing would it be for 13 different strategies right across the nation?” he said.
Silver said the Pfizer vaccine could cause logistical problems for remote communities because of its cold-storage requirements, but those issues may not apply to other vaccines under development.
Ontario reports record-breaking 1800 new COVID-19 cases as testing numbers rise – CTV Toronto
Ontario health officials are reporting more than 1,800 new COVID-19 cases after the province processed a record-breaking number of tests over the past 24 hours.
The province confirmed 1,855 new cases of the novel coronavirus on Friday. It’s the highest number of cases ever recorded in a single day in Ontario. The previous record high was on Saturday when officials logged 1,588 cases.
Officials said the province completed 58,037 tests over the past 24 hours, which is the highest number of tests processed since the pandemic began and the first time the province has surpassed its 50,000 capacity limit. The previous record-breaking number was on Oct. 8, when the province processed 48,488 tests in a 24-hour period.
The ministry of health said the province’s positivity rate on Friday now stands at about 3.7 per cent when including duplicate tests and errors.
Health officials also reported 20 new deaths on Friday. Seniors continue to be the age group hardest hit by the pandemic. According to the province’s epidemiology report, 13 of the 20 deaths were people living in long-term care homes.
Since the pandemic started in January, of the 3,595 people who have died in Ontario due to the disease, 2,494 were over the age of 80.
Provincial health officials deemed 1,451 more cases to be resolved as of Friday, bringing the total number of recovered patients in Ontario to 94,366.
The total number of lab-confirmed cases of COVID-19 in Ontario now stands at 111,216, including the deaths and the recoveries.
The province released updated COVID-19 projections on Thursday that showed that in the worst-case scenario, Ontario could see more than 9,000 new cases of the disease per day by the end of the year.
There are 541 people currently in Ontario hospitals due to COVID-19, with at least 151 of those patients in an intensive care unit and 101 of them breathing with the assistance of a ventilator.
The province previously stated that once the number of COVID-19 patients in the ICU reaches 150, it becomes harder to support medical needs not related to the disease. Furthermore, once 350 COVID-19 patients are in the ICU in the province, it becomes “impossible” to handle other medical needs.
Thursday’s projections also suggested that more than 200 COVID-19 patients will be admitted to Ontario intensive care units in December “under any scenario.”
Where are the COVID-19 cases in Ontario?
Ontario’s three COVID-19 hot spots continue to be the most impacted regions in the province. On Friday, Peel Region reported 517 new cases, Toronto reported 494 new cases and York Region reported 189.
Toronto and Peel Region entered the province’s lockdown phase on Monday, which forced most non-essential businesses, including gyms, malls and personal care services, to close for at least 28 days.
Several other regions in Ontario reported rising COVID-19 case numbers. Halton Region reported 130 cases, Hamilton reported 82 cases, Waterloo reported 74 cases, Durham Region reported 65 cases, Ottawa reported 55 cases, Windsor-Essex reported 52 cases and Simcoe-Muskoka reported 38 cases.
Most of the new cases of COVID-19 reported on Friday involve people under the age of 80.
There were 686 infections in people between the ages of 20 and 39, at least 564 in people between the ages of 40 and 59 and 249 in people between the ages of 60 and 79. There were 278 cases in people under the age of 19.
In total, Ontario has processed more than 6.1 million tests since the pandemic began in January. There are 54,241 COVID-19 tests still under investigation.
Friday's list of potential COVID-19 exposure locations – HalifaxToday.ca
NOVA SCOTIA HEALTH
Nova Scotia Health Public Health is advising of potential exposure to COVID-19 at various locations across Halifax. In addition to media releases, all potential exposure notifications are now listed here: http://www.nshealth.ca/covid-exposures.
Anyone who worked or visited the following locations on the specified date and time to immediately visit covid-self-assessment.novascotia.ca/ to book a COVID-19 test, regardless of whether or not they have COVID-19 symptoms. People who book testing because they were at a site of potential exposure to COVID-19 are required to self-isolate before their test and while waiting for test results. You can also call 811 if you don’t have online access or if you have other symptoms that concern you.
- Agricola Street Brasserie (2540 Agricola St, Halifax) on Nov. 16 between 2:00 p.m. and 10:00 p.m.; Nov. 17 between 2:00 p.m.-10:00 p.m.; Nov. 18 between 2:00 p.m.-10:00 p.m.; Nov. 21 between 11:30 a.m.-1:30 p.m. and between 6:00 p.m.-9:00 p.m.; Nov. 22 between 11:00 a.m.-3:00 p.m.; Nov. 23 between 6:00 p.m.-9:00 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 7.
- *Corrected time* Orange Theory Fitness (6140 Young Street, Halifax) on Nov. 17 between 7:00 p.m. – 8:00 p.m.; Nov. 18 between 9:15 a.m. – 10:15 a.m.; Nov. 19 between 8:15 a.m.-9:15 a.m.; Nov. 20 between 8:15 a.m. – 10:45 a.m.; Nov. 21 between 7:00 a.m. – 9:15 a.m.; Nov. 22 between 8:15 a.m. – 9:15 a.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 6.
- Two Doors Down (1533 Barrington St, Halifax) on Nov. 20 between 5:00 p.m. and 7:00 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 4.
- Wendy’s Restaurant (720 Sackville Dr, Sackville) on Nov. 20 between 2:00 p.m. and 2:30 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 4.
- Antojos (1667 Argyle St, Halifax) on Nov. 21 between 12:00 p.m. and 4:00 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 5.
- Bicycle Thief (1475 Lower Water St, Halifax) on Nov. 21 between 7:15 p.m. and 9:45 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 5.
- Lion’s Head Tavern (3081 Robie Street, Halifax) on Nov. 22 between 12:45 p.m. and 2:30 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 6.
- A&W Restaurant (1748 Bedford Highway, Bedford) on Nov. 22 between 11:00 a.m. and 7:00 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 6.
- Fit4Less (1535 Dresden Row, Halifax) on Nov. 23 between 3:30 p.m. and 6:00 p.m.; and Nov. 25 between 6:00 p.m. and 7:30 p.m. It is anticipated that anyone exposed to the virus at this location on the named date may develop symptoms up to, and including, Dec. 9.
Do not go directly to a COVID-19 assessment centre without being directed to do so.
Currently, anyone travelling to Nova Scotia from outside of the Atlantic Provinces is expected to self-isolate alone for 14 days after arriving. If a person travelling for non-essential reasons enters Nova Scotia from outside Atlantic Canada, then everyone in the home where they are self-isolating will have to self-isolate as well.
When Nova Scotia Health Public Health makes a public notification it is not in any way a reflection on the behaviour or activities of those named in the notification.
All Nova Scotians are advised to continue monitoring for COVID-19 symptoms and are urged to follow Public Health guidelines on how to access care. Up to date information about COVID-19 is available at novascotia.ca/coronavirus
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