Marathon PGM Corporation Shareholders Approve Arrangement with Stillwater Mining Company
TORONTO, ON and BILLINGS, MT, Nov. 15 /CNW/ – Marathon PGM Corporation (TSX : MAR) (“Marathon PGM”) and Stillwater Mining Company (NYSE: SWC) (“Stillwater”) jointly announced today that Marathon PGM shareholders have overwhelmingly approved the plan of arrangement transaction with Stillwater. At a meeting of Marathon PGM shareholders held earlier today, the arrangement was approved by 99.98% of the votes cast representing 65.3% of Marathon PGM’s outstanding shares. Under the terms of the arrangement, Marathon PGM shareholders will receive 0.112 common shares of Stillwater, Cd$1.775 in cash and 0.5 of a common share of Marathon Gold Corporation (“Marathon Gold”) for each outstanding share of Marathon PGM.
The TSX has conditionally approved the listing of Marathon Gold common shares. Marathon PGM’s application to the Ontario Superior Court of Justice to obtain the final court order approving the arrangement is scheduled for November 19, 2010. If approved, and all other conditions to the arrangement are satisfied, the arrangement is expected to close in the fourth quarter of this year. It is then expected that the Marathon PGM common shares will be delisted from the TSX on or about the close of trading two business days after the closing and the common shares of Marathon Gold will commence trading at the opening of trading the third business day after the closing.
“We are very pleased to see the approval of this transaction as it provides Stillwater with attractive near term growth and diversity while complementing our existing palladium profile,” said Frank McAllister, Stillwater’s Chairman and Chief Executive Officer.
Phillip Walford, Marathon’s President and Chief Executive Officer, commented, “Our shareholders have already capitalized on significant value creation in Stillwater. Marathon PGM shareholders will have the opportunity to continue to have an interest in the Marathon PGM Project through their shareholding in Stillwater and also participate in the exploration activities of Marathon Gold Corporation, that will retain most of Marathon PGM’s management and exploration team. Marathon Gold will be well financed through this transaction. We are all looking forward to the launch of Marathon Gold. Our first year of work saw a great deal accomplished on our gold project and our crew is ready to get drilling in January.”
About Stillwater:
Stillwater Mining Company is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of the Republic of South Africa and the Russian Federation. The company’s shares are traded on the New York Stock Exchange under the symbol SWC. Information on Stillwater can be found at its website: www.stillwatermining.com.
About Marathon PGM:
In September 2010, Stillwater Mining Company and Marathon PGM announced an acquisition agreement with Stillwater acquiring Marathon’s platinum group assets and Marathon spinning out its gold assets to its subsidiary Marathon Gold Corporation. After the spin out, the Valentine Lake Gold Project will be the main focus of resource development while the Finger Pond and Baie Verte Projects will be exploration properties of Marathon Gold. Information on Marathon can be found at its website: www.marathonpgm.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains certain “forward-looking statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements and forward-looking information are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements and forward-looking information in this news release include statements with respect to the completion of the private placement, the completion of the Transaction, the receipt of all necessary regulatory approvals, future production for Stillwater, future production, cash operating costs, and capital expenditures at the Marathon Project and receipt of shareholder and court approvals.
Forward-looking statements are based on certain assumptions, opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking statements. The assumptions include that contracted parties provide goods and/or services on the agreed timeframes, that no labour shortages or delays are incurred, that no material adverse change occurs to either Marathon or Stillwater, that court and that other regulatory approvals are received in a timely manner. Factors that could cause the forward-looking statements and forward-looking information to differ materially in actuality include the failure of contracted parties to perform as contracted and the failure of equipment. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
Readers are advised that National Instrument 43-101 of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. Readers should refer to the annual information form of Marathon for the year ended December 31, 2009, and other continuous disclosure documents filed by Marathon since January 1, 2010 available at www.sedar.com for this detailed information, which is subject to the qualifications and notes set forth therein.
