Summary
Newmont Mining Corporation has entered into a material definitive agreement to acquire Fronteer Gold Inc. via a Plan of Arrangement. The transaction values Fronteer at Cdn$14.00 in cash and one common share of a newly formed entity, Pilot Gold Inc., for each Fronteer share. This acquisition is a strategic move by Newmont to expand its asset portfolio. Fronteer shareholders will receive a combination of cash and equity in Pilot Gold, which will hold certain exploration assets of Fronteer. This structure allows Fronteer shareholders to retain an interest in future exploration success, while Newmont gains control of Fronteer's broader assets. The deal is subject to shareholder and court approvals, regulatory clearances, and other customary closing conditions, with a target completion date and termination clauses outlined.
Key Highlights
- 1Newmont Mining Corporation enters into an Arrangement Agreement to acquire Fronteer Gold Inc.
- 2Fronteer shareholders to receive Cdn$14.00 cash and one Pilot Gold Inc. common share (post-consolidation) per Fronteer share.
- 3Pilot Gold Inc. will hold certain exploration assets of Fronteer, with former Fronteer shareholders owning 80.1% and Newmont 19.9% of Pilot.
- 4The transaction is structured as a Plan of Arrangement requiring approval from Fronteer shareholders (at least 66⅔% vote) and the Ontario Superior Court of Justice.
- 5Customary representations, warranties, and covenants are included in the agreement, along with interim period business conduct provisions.
- 6Termination clauses exist for both parties, including conditions related to completion by June 30, 2011, shareholder approval, and potential for a Cdn$85 million termination fee payable by Fronteer under certain circumstances.
- 7Key Fronteer directors, officers, and a significant shareholder have entered into support agreements to vote in favor of the transaction.