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TORONTO, ONTARIO--(CCNMatthews - Sept. 5, 2006) - Blue Pearl Mining
Ltd. (TSX:BLE)(TSX:BLE.WT)(FRANKFURT:A6R) announced today that it has agreed to acquire Thompson Creek
Metals Company, a privately owned, integrated North American molybdenum producer with two operating mines
and concentrators, and a metallurgical facility. The Company believes the acquisition will transform Blue
Pearl into the world\'s largest publicly traded stand-alone molybdenum producer and rank it among the top
five overall molybdenum producers worldwide.
In addition to the US$575 million purchase price,
Blue Pearl is obligated to make contingent payments of up to US$125 million, depending upon the future
price of molybdenum. The vendors of Thompson Creek Metals Company will also be entitled to receive monies
in respect of accounts receivable of Thompson Creek Metals Company and its subsidiaries in excess of
US$23.35 million and in respect of molybdenum inventories in excess of 7.9 million pounds, as of the
closing date.
Molybdenum production in 2006 for the credit of Thompson Creek Metals Company is
expected to total approximately 26 million pounds at an average operating cash cost of US$4.12 per pound.
The metal, a key component in high-end steel alloys and pipeline steel, is valued for its
corrosion-resistant properties, and currently trades between US$28-US$30 per pound.
The
acquisition cost of US$575 million is to be funded through a combination of debt and equity. Blue Pearl
has entered into a commitment letter with UBS Investment Bank with regard to a US$450 million long-term
loan facility. Blue Pearl intends to fund the balance of the US$575 million cash payment due on closing
through an equity issue.
Blue Pearl\'s financial adviser in connection with the acquisition
and financing of Thompson Creek Metals Company is GMP Securities L.P. and its legal counsel are Cassels
Brock & Blackwell LLP and Shearman & Sterling LLP. Thompson Creek Metals Company\'s financial adviser is
UBS Investment Bank and the legal advisers are McDermott Will & Emery and Goodmans LLP. The transaction,
pending successful completion of financing and receipt of all requisite regulatory approvals, is expected
to close in early October.
"The Thompson Creek acquisition immediately propels Blue Pearl to
the top ranks of world primary molybdenum producers. We will be transformed from a single-project
development company into an integrated North American producer at a time when molybdenum trades at
historically high levels," said Blue Pearl Chairman and CEO Ian McDonald.
The acquisition of
Thompson Creek Metals Company will result in Blue Pearl acquiring all of Thompson Creek\'s operations,
which include the Thompson Creek Mine and processing facility in Idaho and the Langeloth refinery
facility in Pennsylvania, as well as Thompson Creek\'s 75% interest in the Endako Mine and processing
facility in central British Columbia.
The Thompson Creek Mine currently has an estimated
minimum 10-year mine life based upon proven and probable mineral reserves (see tables below for detailed
mineral resources and mineral reserves estimates), during which time it is expected to produce 148
million pounds of molybdenum at an estimated average cash operating cost of US$3.68 per pound. The Endako
mine has an estimated 7-year mine life based on proven and probable mineral reserves, and is expected to
produce 66 million pounds of molybdenum at an estimated average cash operating cost of US$5.11 per pound
during this time. (Life-of-mine operating costs at both mines are estimates prepared by Thompson Creek
Metals Company personnel and reviewed by Blue Pearl\'s consultants who prepared the National Instrument
43-101 technical reports on the Thompson Creek and Endako Mines.) The Thompson Creek Mine has
considerable measured and indicated mineral resources which are not currently included in the mine plan
but which may extend the mine life.
"Both of the mines are in politically stable jurisdictions
and Endako in particular is an important complement to our Davidson Deposit near Smithers, British
Columbia, as there can be many synergies between the two properties including processing Davidson ore at
Endako," Mr. McDonald said. "Furthermore, during our due diligence site visits to Thompson Creek\'s
operations, management\'s expertise and commitment right across the slate of assets were very much in
evidence. We do not plan to tamper with a winning management formula."
For the first nine
months of fiscal 2006 (ended June 30, 2006), Thompson Creek Metals Company reported income from
operations of US$407 million and net income of US$286 million (unaudited) and income from operations of
US$456 million and net income of US$323 million for the full fiscal year ended September 30, 2005
(audited).
Under the terms of the agreement with Thompson Creek, Blue Pearl will acquire,
through a U.S. wholly-owned subsidiary, the following assets:
- 100% interest in the Thompson
Creek producing open-pit molybdenum mine and concentrator with a design capacity of 25,000 tons per day
near Challis, Idaho, which has been producing since 1983;
- 100% interest in a metallurgical
refinery plant in Langeloth, Pennsylvania with a roasting capacity of 35 million pounds of molybdenum per
year;
- 75% interest in the Endako producing open-pit molybdenum mine, concentrator with a
name plate capacity of 30,000 tonnes per day and roaster near Fraser Lake, British Columbia, which
recently celebrated its 40th year of production; and
- Working capital of approximately US$150
million.
As part of the purchase price, Blue Pearl has agreed to make contingency payments to
the selling group based on molybdenum prices above the US$15-per-pound mark in 2007, 2008 and 2009. For
example, should molybdenum prices range between US$15 and US$25 per pound in the first two years, Blue
Pearl could pay a maximum US$100 million in aggregate over the two years and another US$25 million in
early 2010. Should prices decline and remain below US$15, no payment would be required by Blue Pearl.
Thompson Creek\'s Idaho production in calendar year 2006 is expected to reach 16.9 million pounds
of molybdenum; the estimate for the Endako operation is 12.1 million pounds (9.1 million pounds of which
represents Thompson Creek Metal Company\'s 75% share) for the same period. According to Roskill
Information Services Ltd.\'s The Economics of Molybdenum, 2006, Thompson Creek Metals Company\'s
operations in 2004 (the latest date for which world production figures were available) produced 5% of
world mine production, behind Codelco (19%), Phelps Dodge (13%) and Grupo Mexico (8%).
In
connection with the Thompson Creek acquisition, Scott Wilson Roscoe Postle Associates Inc. ("SWRPA"),
Hatch Ltd. and Rescan Environmental Services Ltd. have been retained by Blue Pearl to carry out technical
due diligence on the properties to be acquired. SWRPA has prepared independent National Instrument 43-101
("NI 43-101") technical reports on each of the Thompson Creek Mine and the Endako Mine.
The
estimated mineral resources and mineral reserves for the Thompson Creek Mine as of April 30, 2006 are as
follows:
THOMPSON CREEK MINE MINERAL RESOURCES (1)
--------------------------------------------------------------
Category Tonnes (millions) Grade (%
Mo) Contained Mo
(millions lb)
--------------------------------------------------------------
Measured (M) 55.7 0.104 127.9
--------------------------------------------------------------
Indicated (I) 122.9 0.090 242.7
--------------------------------------------------------------
--------------------------------------------------------------
M+I Total 178.6 0.094 370.6
--------------------------------------------------------------
Inferred 34.5 0.066 50.2
--------------------------------------------------------------
(1) The mineral resource
estimates for the Thompson Creek Mine set out in the table above have been reviewed by William E. Roscoe,
P.Eng. who is a qualified person under NI 43-101. The mineral resources are classified as measured,
indicated and inferred, and are based on the Canadian Institute of Mining, Metallurgy and Petroleum
("CIM") - Definitions Adopted by CIM Council on December 11, 2005 (the "CIM Standards") which were
adopted by NI 43-101. Mineral resources are reported at a cut-off grade of 0.04% molybdenum. Mineral
resources include mineral reserves.
THOMPSON CREEK MINE MINERAL RESERVES (1)
--------------------------------------------------------------
Category Tonnes (millions) Grade
(%Mo) Contained Mo
(millions lb)
--------------------------------------------------------------
Proven 28.1 0.123 76.0
--------------------------------------------------------------
Probable 36.4 0.116 93.0
--------------------------------------------------------------
--------------------------------------------------------------
Proven + Probable 64.5 0.119
169.1
--------------------------------------------------------------
(1) The mineral
reserve estimates for the Thompson Creek Mine set out in the table above have been reviewed by John T.
Postle, P.Eng. who is a qualified person under NI 43-101. The mineral reserves are classified as proven
and probable, and are based on the CIM Standards which were adopted by NI 43-101. Mineral reserves are
reported at a cut-off grade of 0.04% molybdenum. Mineral reserves are estimated using an average
long-term molybdenum price of US$5.00 per pound and a stripping ratio of approximately 2.33:1. Some
numbers may not add due to rounding.
The estimated mineral resources and mineral reserves for
the Endako Mine as of September 30, 2005 are as follows:
ENDAKO MINE MINERAL
RESOURCES (1)
-------------------------------------------------------------
Category Tonnes
(millions) Grade (%Mo) Contained Mo
(millions lb)
-------------------------------------------------------------
Indicated 51.8 0.070 80.4
-------------------------------------------------------------
(1) The mineral resource
estimates for the Endako Mine set out in the table above have been reviewed by Richard E. Routledge,
M.Sc., P.Geo. who is a qualified person under NI 43-101. The mineral resources are classified as
indicated and are based on the CIM Standards which were adopted by NI 43-101. Mineral resources are
reported at a cut-off grade of 0.04% molybdenum. Mineral resources include probable mineral reserves.
ENDAKO MINE MINERAL RESERVES (1)
-------------------------------------------------------------------
Category Tonnes (millions)
Grade (%Mo) Contained Mo
(millions lb)
-------------------------------------------------------------------
Proven (stockpiles) 22.2 0.046
22.7
-------------------------------------------------------------------
Probable(open pits)
51.8 0.070 80.4
-------------------------------------------------------------------
-------------------------------------------------------------------
Proven + Probable 74.0 0.063
103.1
-------------------------------------------------------------------
(1) The mineral
reserve estimates for the Endako Mine set out in the table above have been reviewed by John T. Postle,
P.Eng. who is a qualified person under NI 43-101. The mineral reserves are classified as proven and
probable, and are based on the CIM Standards which were adopted by NI 43-101. Mineral reserves are
reported at a cut-off grade of 0.04% molybdenum. Mineral reserves are estimated using an average
long-term molybdenum price of US$3.50 per pound and a stripping ratio of approximately 1:1.
Blue Pearl currently owns the Davidson Deposit, an underground molybdenum deposit approximately
10 kilometres west of Smithers, B.C. The estimated mineral resources for the Davidson Deposit as of
December 17, 2004 are as follows:
DAVIDSON DEPOSIT MINERAL RESOURCES (1)
-------------------------------------------------------------
Category Tonnes (millions) Grade
(%Mo) Contained Mo
(millions lb)
-------------------------------------------------------------
Measured (M) 4.9 0.185 20.0
-------------------------------------------------------------
Indicated (I) 70.6 0.176 273.9
-------------------------------------------------------------
-------------------------------------------------------------
M + I Total 75.5 0.177 293.9
-------------------------------------------------------------
(1) The mineral resource
estimates for the Davidson Deposit set out in the table above have been reviewed by Gary Giroux, P.Eng.
who is a qualified person under NI 43-101. The mineral resources are classified as measured and
indicated, and are based on the CIM Standards which were adopted by NI 43-101. Mineral resources are
reported at a cut-off grade of 0.12% molybdenum.
The estimated total contained molybdenum from
all three projects is as follows:
Site Mineral Reserves Mineral Resources
Mo
(million lb) Mo (millions lb)
----------------------------------------------------
Thompson
Creek 169.1 370.6
----------------------------------------------------
Endako 103.1 80.4
----------------------------------------------------
Davidson N/A 293.9
----------------------------------------------------
----------------------------------------------------
Total 272.2 744.9
----------------------------------------------------
Mineral reserves and resources of
contained molybdenum
in this table are drawn from the relevant tables above.
Blue Pearl
will continue to advance the feasibility study and permitting activities currently under way at the
Davidson Deposit. The Company plans to put the deposit into production and process a high-grade portion
of the Davidson Deposit ore at the Endako facility about 200 kilometres southeast of Smithers. In
addition to the SWRPA technical reports mentioned above, Hatch Ltd. is also conducting a feasibility
study at the Davidson Deposit.
Each of William E. Roscoe, John T. Postle, Richard E. Routledge
and Gary Giroux have read and approved the contents of this news release that pertain to the Thompson
Creek Mine, the Endako Mine and the Davidson Deposit, as applicable.
Conference Call
Blue Pearl has scheduled a Conference Call at 4 p.m. Tuesday, September 5. To participate, dial
416-641-6112, or toll free in North America 866-542-4239, or toll free international 800-9559-6854. The
conference call will be archived and available for replay until September 12, by dialing local or
international 416-695-5800, or toll free in North America 1-800-408-3053. Use the passcode 204780. The
Conference Call will also be webcast at www.ccnmatthews.com/BluePearlacquisition.
About Blue Pearl Mining Ltd.
Blue Pearl is a Canadian mineral resource company developing the Davidson Deposit, a high-grade
underground molybdenum deposit near Smithers, B.C.
About Thompson Creek Metals Company
Thompson Creek Metals Company is a privately held company formed in 1993 to acquire the Thompson
Creek molybdenum mine near Challis, Idaho, and the Langeloth metallurgical plant in Pennsylvania. It also
holds a 75% interest in and is the operator of the Endako molybdenum mine and processing plant in British
Columbia.
Concentrates from Thompson Creek are converted to a variety of commercial products
at the company\'s Langeloth Metallurgical Co. subsidiary in Langeloth, Pennsylvania. Endako ore is
concentrated and converted to commercial products at the B.C. facility.
This press release is
not an offer of securities for sales in the United States. Securities may not be offered or sold in the
United States absent registration or an exemption from registration.
This news release
contains "forward-looking information" which may include, but is not limited to, statements with respect
to the future financial or operating performance of Blue Pearl, its subsidiaries and its projects, the
future price of molybdenum, the estimation of mineral reserves and resources, the realization of mineral
reserve estimates, the timing and amount of estimated future production, costs of production, capital,
operating and exploration expenditures, costs and timing of the development of new deposits, costs and
timing of future exploration, requirements for additional capital, government regulation of mining
operations, environmental risks, reclamation expenses, title disputes or claims and limitations of
insurance coverage. Often, but not always, forward-looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes" or variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of Blue Pearl and/or
its subsidiaries to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such factors include, among others, general
business, economic, competitive, political and social uncertainties; the actual results of current
exploration activities; actual results of reclamation activities; conclusions of economic evaluations;
changes in project parameters as plans continue to be refined; future prices of molybdenum; possible
variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as
anticipated; accidents, labour disputes and other risks of the mining industry; political instability,
insurrection or war; delays in obtaining governmental approvals or financing or in the completion of
development or construction activities, as well as those factors discussed in the section entitled "Risk
Factors" in Blue Pearl\'s annual information form for the year ended December 31, 2005 which is available
on SEDAR at www.sedar.com.
Although Blue Pearl
has attempted to identify important factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated, estimated or intended. Forward-looking
statements contained herein are made as of the date of this news release and Blue Pearl disclaims any
obligation to update any forward-looking statements, whether as a result of new information, future
events or results or otherwise. There can be no assurance that forward-looking statements will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such
statements. Blue Pearl undertakes no obligation to update forward-looking statements if circumstances or
management\'s estimates or opinions should change. Accordingly, the reader is cautioned not to place
undue reliance on forward-looking statements.
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