Pretivm Announces Shareholder Approval of Plan of Arrangement at Special Meeting and Provides Transaction Update
VANCOUVER, British Columbia, Jan. 20, 2022 (GLOBE NEWSWIRE) -- Pretium Resources Inc. (TSX/NYSE: PVG) (“Pretivm” or the “Company”) today announced that the Company’s Securityholders (as defined
below) approved the previously announced acquisition of Pretivm by Newcrest Mining Limited (ASX/TSX/PNGX: NCM) (“Newcrest”) by way of a plan of arrangement (the “Transaction”) at a special meeting
of Securityholders held earlier today (the “Meeting”).
The special resolution approving the Transaction was approved by 95.48% of the votes cast by Pretivm’s shareholders and holders of options to acquire shares of the Company (collectively, the “Securityholders”), present virtually or represented by proxy at the Meeting, voting together as a single class.
Under the terms of the Transaction, Pretivm shareholders were able to elect, prior to 5:00 p.m. (Vancouver time) on January 18, 2022, to receive C$18.50 per Pretivm share in cash (the “All Cash Consideration”) or 0.8084 Newcrest shares per Pretivm share, representing share consideration of C$18.50 based on the Canadian dollar equivalent of the 5 day volume-weighted-average-price (VWAP) of Newcrest shares on the Australian Securities Exchange (ASX) ending on November 8, 2021 (the “All Share Consideration”), subject to proration to ensure aggregate cash and Newcrest share consideration each represent 50% of total transaction consideration. Pretivm shareholders who did not make an election will receive the default consideration of C$9.25 per Pretivm share in cash and 0.4042 Newcrest shares per Pretivm share (the “Default Consideration” and together with the “All Cash Consideration” and the “All Share Consideration”, the “Consideration”).
Based on the 187,937,059 Pretivm shares outstanding on January 18, 2022, valid elections representing approximately 50.51% of the outstanding Pretivm shares were received by the election deadline. As a result, all holders of Pretivm shares who made an election will be subject to the following proration:
- Pretivm shareholders who elected to receive the All Cash Consideration will receive approximately C$10.81 in cash and 0.3357 Newcrest shares per Pretivm share; and
- Pretivm shareholders who elected to receive the All Share Consideration will receive 0.8084 Newcrest shares per Pretivm share.
Information regarding the procedure for exchange of shares for Consideration is provided in the Company’s management information circular dated December 16, 2021 related to the Meeting (the “Circular”). The Circular and accompanying letter of transmittal and election form (the “Letter of Transmittal”) are available under the Company’s profile on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website at www.pretivm.com/investors/Newcrest-Transaction. Registered Pretivm shareholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s)/DRS advice(s) representing their shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal. Non-registered Pretivm shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary or depository (each, an “Intermediary”) who have not already submitted a Letter of Transmittal should contact their Intermediary for instructions and assistance in receiving the Consideration.