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.

Transaction Details

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.

Regulatory Approval

The Transaction remains subject to final approval by the Toronto Stock Exchange (“TSX”) and the Supreme Court of British Columbia (the “Court”) and receipt of clearance under the Investment Canada Act and other customary conditions. As of the date hereof, the Transaction has received approval under the Competition Act (Canada), through the issuance of an advance ruling certificate by the Commissioner of Competition on December 2, 2021, and clearance from the State Administration for Market Regulation of the People’s Republic of China on January 14, 2022. The Court hearing for the final order to approve the Transaction is currently scheduled to take place on January 25, 2022 and the Transaction is expected to close in the first quarter of 2022. Following completion of the Transaction, Pretivm’s shares will be delisted from the TSX and the New York Stock Exchange. An application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Transaction.

Additional information regarding the terms of the Transaction are set out in the Circular which is available under Pretivm’s profile at www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website at www.pretivm.com/investors/Newcrest-Transaction.

About Pretivm

Pretivm is an intermediate gold producer with the 100%-owned, high-grade gold underground Brucejack Mine located in northwestern BC. We strive for operating excellence and our first priority is the health and safety of our employees, contractors and neighbouring communities. We are committed to the principles of sustainable development and conducting our activities in an environmentally and socially responsible manner.

Pretivm Contact
Pretium Resources Inc.
Troy Shultz, Director, Investor Relations & Corporate Communications
(604) 558-1784
invest@pretivm.com