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AuRico to acquire Kiska Metals for $9.6-million
http://www.stockwatch.com/News/Item.aspx?bid=Z-C:KSK-2432820&symbol=KSK®ion=C
2016-12-22 19:17 ET - News Release
See News Release (C-AMI) AuRico Metals Inc
Mr. Chris Richter of AuRico reports
AURICO METALS TO ACQUIRE KISKA METALS
AuRico Metals Inc. and Kiska Metals Corp. have entered into a definitive arrangement agreement, pursuant to which AuRico will acquire all of the issued and outstanding securities of Kiska by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
Under the terms of the agreement, the holders of common shares of Kiska, other than AuRico, will receive approximately: (i) 0.0667 of an AuRico common share plus (ii) 1.6 cents in cash for each Kiska share held. Based on AuRico's Dec. 22, 2016, closing share price, the arrangement values the Kiska shares at approximately 7.8 cents per share. The total value of this arrangement is approximately $9.6-million. The number of AuRico shares to be issued as part of the arrangement is approximately 8.2 million, assuming conversion of Kiska's in-the-money options and warrants, representing approximately 5.5 per cent of the current issued and outstanding AuRico shares.
Arrangement highlights
Key benefits to Kiska securityholders (defined below):
Premium to Kiska shareholders: The arrangement provides an immediate and significant premium to recent trading ranges of Kiska shares, being a premium of 95 per cent to Kiska's closing share price on the TSX Venture Exchange on Dec. 22, 2016, and a 70-per-cent premium on the basis of Kiska's and AuRico's respective 20-day volume-weighted average prices as of the same date, and also provides shareholders with significantly enhanced trading liquidity;
Complementary high-quality assets: The combined company will have paying royalties focused on Tier 1 jurisdictions, the Kemess development project in British Columbia, which is well advanced with a feasibility study recently released and an environmental assessment certificate expected in the near term, and a large high-quality portfolio of earlier-stage royalties and exploration projects with royalty-generation potential;
Exciting platform: Participation in an exciting new platform, positioned to create securityholder value through the advancement of Kemess, and further development of a strong royalty and project pipeline;
Diversification: The combination of Kiska's projects and royalties with the advanced-stage Kemess project and AuRico's five paying royalties provides excellent asset diversification for securityholders;
Growth potential: Enhanced ability to transact on accretive acquisitions, and grow the royalty and project portfolio.
Key benefits to AuRico shareholders:
Royalty diversification and long-term optionality: Kiska's royalty portfolio consists of six existing royalties, including royalties on the East Timmins and Boulevard properties operated by Kirkland Lake Gold and Independence Gold, respectively. In addition, Kiska's six wholly owned exploration projects present organic royalty-creation opportunities. All assets are located in North America and are expected to further enhance AuRico's existing high-quality royalty pipeline.
Near Kemess exploration upside: The arrangement would add several new wholly owned exploration properties, many of which are located in British Columbia, including the Kliyul project which is located approximately 50 kilometres south of AuRico's 100-per-cent-owned Kemess project. These properties present AuRico with organic royalty-creation opportunities in the context of property partnership or divestitures.
Strong balance sheet and other financial synergies: The arrangement is expected to further strengthen AuRico's financial position as well as provide administrative and tax synergies going forward.
Chris Richter, president and chief executive officer of AuRico, stated: "This transaction presents a unique opportunity to expand our royalty portfolio with a focus on Canadian assets. We are confident that this transaction represents a significant value-creation opportunity, and we are very pleased to bring this transaction forward to the benefit of both sets of shareholders."
Grant Ewing, president and CEO of Kiska, stated: "We are excited to enter into this agreement, as it offers Kiska shareholders an immediate and significant premium to the market, and results in excellent diversification for securityholders by combining an early-stage portfolio of royalties and projects with a high-quality suite of paying royalties and an advanced development asset in Kemess."