Each one in plain English, with the numbers worked through for a shareholder.
20 Oct 2010asset acquisition disposition▲ GoodMajor
Thompson Creek completed its acquisition of Terrane on October 20, 2010, after Terrane holders approved it on September 23 and the BC court issued its final order on September 24. Terrane holders get C$0.90 cash and 0.052 of a Thompson Creek share per share, about C$420.5 million in cash and up to 24,296,833 new Thompson Creek shares, which dilutes existing holders. At the same time the Royal Gold gold stream closed, with $226.5 million received (used toward the Terrane payment) and up to $85 million more to come for Mt. Milligan development costs; this resolves the July agreement. The company's press release says it plans to start Mt. Milligan construction and fund it over roughly two and a half years from cash, the gold stream proceeds and up to $450 million of debt financing.
Thompson Creek and Terrane agreed on August 20, 2010 to a revised plan of arrangement for the acquisition, mainly specifying what is paid in place of fractional shares plus technical clean-up changes. The filing also attaches unaudited pro forma financials showing the combined company, and says lump-sum change-of-control payments of about C$1.2 million are due to five Terrane executives, with three having said they will leave and take C$926,500 in total. This continues the Terrane deal; the headline terms are unchanged in the text.
Thompson Creek and Royal Gold agreed on August 16, 2010 to a revised form of the Mt. Milligan gold stream purchase and sale agreement. Among other changes, it sets out Royal Gold's collateral in the project and its priority, and how Royal Gold would sign an intercreditor agreement for future Thompson Creek financing secured by Mt. Milligan. This continues the July deal; the filing gives no change to the price or terms.
21 July 2010capital raising announcement● NeutralMajor
Thompson Creek agreed on July 15, 2010 to buy Terrane Metals Corp., owner of the Mt. Milligan copper-gold project, for about C$650 million (about C$413 million cash plus about 23.9 million new Thompson Creek shares). Each Terrane share gets C$0.90 cash and 0.052 of a Thompson Creek share, so existing shareholders will be diluted by the new shares. Alongside it, Royal Gold would buy 25% of Mt. Milligan's payable gold for $311.5 million in staged payments ($226.5 million at closing, $85.0 million during construction) plus a per-ounce payment of the lesser of $400 or market price for the first 550,000 ounces ($450 after that). The deal needs a 66 2/3% Terrane shareholder vote (expected September 2010), BC court approval and Canadian regulatory approvals, and Goldcorp (about 58% of Terrane's votes) has agreed to vote in favour.
