May 23 2013
Primero Mining Corp. ("Primero" or the "Company") is pleased to announce the successful completion of the previously announced scheme of arrangement ("Arrangement") under the Australian Corporations Act 2001, whereby Primero has acquired all of the issued and outstanding ordinary shares of Cerro Resources NL ("Cerro").
Cerro's principal asset is 69%1 of the feasibility stage Cerro del Gallo project, a gold-silver deposit with approximately 1.0 million ounces of gold equivalent proven and probable reserves and 2.3 million ounces of gold equivalent measured and indicated resources (inclusive of reserves)2, located in the province of Guanajuato, Mexico. As of today, and including the 17,983,956 Primero common shares issued as consideration under the Arrangement to the former shareholders of Cerro, Primero has 115,419,578 common shares issued and outstanding. An additional 866,525 common shares have been reserved for issuance in connection with new Primero options issued to the former option holders of Cerro pursuant to the Arrangement.
"With the closing of this transaction Primero marks an important milestone on its journey to become an intermediate gold producer," stated Joseph Conway, President and Chief Executive Officer. "The Cerro del Gallo project provides our shareholders immediate improved leverage to gold with a significantly larger reserve and resource base, production and cash flow profile. This acquisition solidifies Primero's operating advantage in Mexico, a mining friendly jurisdiction, in a region that has excellent infrastructure and skilled workers. Primero has the operational and financial strength to advance the project on a timely basis which will be beneficial for all stakeholders. We welcome our new shareholders and look forward to the benefits this transaction offers."
Confirmations of holdings will be sent shortly to former Cerro shareholders and optionholders receiving consideration pursuant to the Arrangement. Former Cerro shareholders as a group were also recently granted 80.01% of the ordinary shares of the newly incorporated Santana Minerals Limited ("Santana"). Pursuant to the Arrangement, Santana assumed Cerro's non Cerro del Gallo interests including the Namiquipa, Espiritu Santo, Mt Philp and Kalman projects, as well as shares in Syndicated Metals Limited. In addition, Primero has subscribed for its 19.99% interest in Santana for AUD$4 million with anti-dilution rights for two years. Primero is entitled to appoint a director to the Santana board of directors, and Primero intends to nominate Joseph Conway to this position.
Primero has received conditional approval to list the CHESS Depository Interests ("CDIs") to be issued to eligible Cerro shareholders under the Arrangement on the Australian Stock Exchange (the "ASX"). Primero expects that the Primero CDIs will commence trading on the ASX under the symbol "PPM" on May 24, 2013. The remaining Primero common shares issued to former Cerro shareholders have been conditionally approved for listing on the TSX and the NYSE, subject to satisfaction of standard listing conditions.
Cerro shares ceased trading on the TSX Venture Exchange ("TSX-V") on May 10, 2013, and will be delisted in late May. Trading on the ASX was suspended on May 9, 2013, and the shares are expected to be delisted from the ASX in late May.
Primero's website is www.primeromining.com
(1) 30.8% of Cerro del Gallo project is currently held by a Goldcorp Inc. subsidiary.
(2) target="_blank"Gold equivalent reserves and resources are calculated based on 100% ownership of the interests in Cerro Del Gallo and on long term consensus prices of US$1,350 per ounce of gold, US$23.25 per ounce of silver and US$7,447 per tonne of copper.
Source: http://www.primeromining.com/