IAMGOLD Corporation (TSX: IMG)(NYSE: IAG)(BOTSWANA: IAMGOLD) -
a) Name and address of offeror:
IAMGOLD Corporation ("IAMGOLD")
401 Bay Street, Suite 3200
PO Box 153
Toronto, Ontario
M5H 2Y4
b) The designation and number or principal amount of securities
and the offeror's securityholding percentage in the class of
securities of which the offeror acquired ownership or control in
the transaction or occurrence giving rise to the obligation to file
the news release, and whether it was ownership or control that was
acquired in those circumstances:
On August 29, 2008, IAMGOLD filed with the Autorite des Marches
Financiers (the French financial services regulator) an offer to
purchase (the "Offer") all of the issued and outstanding common
shares of Euro Resources S.A. ("Euro Resources") at a purchase
price of EUR 1.20 per Share. The Offer was made pursuant to French
securities laws and is exempt from take-over bid requirements of
Canadian securities laws. The Offer opened on October 6, 2008 and
ended on November 21, 2008. The Offer results (before reopening of
the Offer, as described below) were announced by the French
Autorite des Marches Financiers on December 2, 2008. In connection
with the Offer, IAMGOLD acquired today 40,397,360 common shares of
Euro Resources.
c) The designation and number or principal amount of securities
and the offeror's securityholding percentage in the class of
securities immediately after the transaction or occurrence giving
rise to the obligation to file the news release:
IAMGOLD holds 40,397,360 common shares of Euro Resources
representing 66.67% of the issued and outstanding shares of Euro
Resources.
d) The designation and number or principal amount of securities
and the percentage of outstanding securities of the class of
securities referred to in paragraph (c) over which:
(i) the offeror, either alone or together with any joint actors,
has ownership and control:
IAMGOLD holds, directly or indirectly through its subsidiary
IAMGOLD-Quebec Management Inc., 43,397,457 common shares of Euro
Resources representing 71.62% of the issued and outstanding shares
of Euro Resources.
(ii) the offeror, either alone or together with any joint
actors, has ownership but control is held by other persons or
companies other than the offeror or any joint actor:
N/A.
(iii) the offeror, either alone or together with any joint
actors, has exclusive or shared control but does not have
ownership:
N/A.
e) Market where the transaction or occurrence took place:
N/A
f) The value, in Canadian dollars, of any consideration offered
per security if the offeror acquired ownership of a security in the
transaction or occurrence giving rise to the obligation to file a
news release:
On December 5, 2008, the aggregate value, in Canadian dollars,
calculated on the basis of the exchange rate in effect on such
date, of the consideration paid by IAMGOLD for the common shares of
Euro Resources was $78,047,699.52 (EUR 48,476,832).
g) The purpose of the offeror and any joint actors in effecting
the transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
EURO and the IAMGOLD group of companies have similar interests
in the gold industry and share an economic interest in an asset,
the Rosebel gold mine. IAMGOLD has a 95% indirect interest in
Rosebel Gold Mines N.V., the owner of the mining rights and assets
comprising the Rosebel gold mine; and EURO's principal business
activity is its holding of the Rosebel Royalty. The Offer was
motivated by IAMGOLD's desire to increase its economic interest in
the Rosebel gold mine with a view to rationalizing the structure of
the mine, and reducing cash costs at the mine by effectively
eliminating royalty payments on a consolidated basis.
IAMGOLD may continue to acquire shares of Euro Resources
including in the context of the reopened Offer from December 4,
2008 to December 17, 2008 announced on December 3, 2008. IAMGOLD
Corporation may also acquire shares of Euro Ressources on the
market during the reopened Offer.
In addition, IAMGOLD reserves the right to request from the
Autorite des Marches Financiers (the French financial services
regulator) to proceed with a compulsory acquisition (retrait
obligatoire) of the shares of Euro Ressources as provided under
applicable French laws if, at the end of the re-opened Offer, it
holds, directly or indirectly, more than 95% of the share capital
and voting rights of Euro Ressources. If such threshold is not
reached at the end of the re-opened Offer, IAMGOLD reserves the
right (x) to continue to purchase shares of Euro Ressources on the
market, and, if it then meets all conditions set forth by
applicable laws and regulations, (y) to implement all steps
required in order to complete a compulsory acquisition (retrait
obligatoire) of the shares of Euro Ressources. IAMGOLD intends, to
the fullest extent possible, to implement a legal integration of
Euro Ressources within the IAMGOLD group of companies, it being
specified that the determination of the appropriate mechanism will
require further analysis.
h) The general nature and the material terms of any agreement,
other than lending arrangements, with respect to securities of the
reporting issuer entered into by the offeror, or any joint actor,
and the issuer of the securities or any other entity in connection
with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities:
N/A.
i) The names of any joint actors in connection with the
disclosure required by this report:
IAMGOLD-Quebec Management Inc.
j) In the case of a transaction or occurrence that did not take
place on a stock exchange or other market that represents a
published market for the securities, including an issuance from
treasury, the nature and value of the consideration paid by the
offeror;
See (f) above.
k) If applicable, a description of any change in any material
fact set out in a previous report by the entity under the early
warning requirements or Part 4 in respect of the reporting issuer's
securities:
N/A.
l) If applicable, a description of the exemption from securities
legislation being relied on by the offeror and the facts supporting
that reliance:
The Offer is made pursuant to French securities laws and is
exempt from take-over bid requirements of Canadian securities laws
pursuant to a decision of Canadian securities regulatory
authorities which is effective in all Canadian provinces. The Offer
is made concurrently in France and in Canada. The Offer is being
made on the same terms and completion of the Offer is subject to
the same conditions in both jurisdictions.
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Copies of the IAMGOLD information note on the Offer, approved by the AMF,
and of the document containing other information relating to the legal,
financial and accounting characteristics of IAMGOLD are available free of
charge from:
- IAMGOLD Corporation: 401 Bay Street, Suite 3200, PO Box 153, Toronto
(Ontario) Canada, M5H 2Y4
- Societe Generale: CAFI/GCM/SEG, 75886 Paris Cedex 18, France
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These documents are also available on the AMF website at www.amf-france.org.
The information note and a translation into English may be consulted on
IAMGOLD's website at www.iamgold.com and under IAMGOLD's profile on SEDAR
at www.sedar.com.
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The offer documents, relating to the Canadian offer are available free of
charge from:
IAMGOLD Corporation: 401 Bay Street, Suite 3200, PO Box 153, Toronto
(Ontario) Canada, M5H 2Y4
These documents are also available on IAMGOLD website www.iamgold.com and
and SEDAR website www.sedar.com (IAMGOLD and Euro section)
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ABOUT IAMGOLD
IAMGOLD is the top mid-tier gold producer, with annual
production of almost one million ounces from eight gold operations
located in North America, South America and Africa. IAMGOLD also
owns non-gold assets that provide significant cash flow and
development projects that provide a strong platform for continued
growth. IAMGOLD has delivered seven consecutive years of annual
dividends to its shareholders and the Company's "Gold is our
Currency Policy" demonstrates IAMGOLD's commitment and confidence
in the gold market.
Forward Looking Statement
This press release contains forward-looking statements. All
statements, other than of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding the estimation of mineral
resources, exploration results, potential mineralization, potential
mineral resources and mineral reserves) are forward-looking
statements. Forward-looking statements are subject to a number of
risks and uncertainties that may cause the actual results of the
Company to differ materially from those discussed in the
forward-looking statements. Factors that could cause actual results
or events to differ materially from current expectations include,
among other things, failure to establish estimated mineral
resources, the possibility that future exploration results will not
be consistent with the Company's expectations, changes in world
gold markets and other risks disclosed in IAMGOLD's most recent
Form 40-F/Annual Information Form on file with the US Securities
and Exchange Commission and Canadian provincial securities
regulatory authorities. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required
by applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement.
Please note:
This entire press release may be accessed via fax, e-mail,
IAMGOLD's website at www.iamgold.com and through Marketwire's
website at www.marketwire.com. All material information on IAMGOLD
can be found at www.sedar.com or at www.sec.gov.
Si vous desirez obtenir la version francaise de ce communique,
veuillez consulter le http://www.iamgold.com/fr/accueil.html.
Contacts: IAMGOLD Corporation Joseph F. Conway President &
CEO (416) 360-4712 or Toll Free: 1-888-IMG-9999 Email:
jconway@iamgold.com IAMGOLD Corporation Elaine Ellingham SVP,
Investor Relations & Communications (416) 360-4743 or Toll
Free: 1-888-IMG-9999 Email: eellingham@iamgold.com Website:
www.iamgold.com Individual Shareholders (France): Toll Free: 0800
630 650 Press Contacts: Financial Dynamics S.A.S. (France)
Guillaume Foucault +33 (0)1 47 03 68 10 Email:
guillaume.foucault@fd.com Financial Dynamics S.A.S. (France) Astrid
Villette +33 (0)1 47 03 68 10 Email: astrid.villette@fd.com
Investor contacts: Financial Dynamics S.A.S. (France) Valery
Lepinette +33 (0)1 47 03 68 10 Email: valery.lepinette@fd.com
Financial Dynamics S.A.S. (France) Clement Benetreau +33 (0)1 47 03
68 10 Email: clement.benetreau@fd.com Renmark Financial
Communications Inc. (North America) John Boidman (514) 939-3989
(514) 939-3717 (FAX) Email: jboidman@renmarkfinancial.com Renmark
Financial Communications Inc. (North America) Henri Perron (514)
939-3989 (514) 939-3717 (FAX) Email: hperron@renmarkfinancial.com
Website: www.renmarkfinancial.com
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