TORONTO, ONTARIO--(Marketwire - Sept. 18, 2012) - Primero Mining Corp. ("Primero" or the "Company") (TSX:P)(PPP) announced today that it has entered into an engagement letter together with its shareholder Goldcorp Inc. ("Goldcorp") and a syndicate of underwriters (the "Underwriters"). Pursuant to the engagement agreement, the Underwriters have agreed to purchase 8,422,460 common shares of Primero currently held by Goldcorp on a bought deal basis at an offering price of C$5.25 per share.
Goldcorp currently owns, as of the date hereof, 39,573,660 common shares of Primero representing in the aggregate 40.9% of the issued and outstanding common shares of Primero. After giving effect to this offering, Goldcorp will own 31,151,200 common shares of Primero, representing approximately 32.2% of the outstanding common shares of Primero. Primero will not receive any proceeds from this offering. All of the expenses of the offering will be paid by Goldcorp. The remaining 31,151,200 common shares of Primero held by Goldcorp upon completion of the offering will continue to be held by Goldcorp subject to the original three year lock-up period that commenced on August 6, 2010.
A preliminary short form prospectus relating to the offering will be filed by no later than September 24, 2012 with securities regulatory authorities in each province and territory of Canada, with the exception of Quebec. Closing of the offering is expected to occur on or about October 9, 2012 and is subject to certain conditions, including the approval of Canadian securities regulatory authorities.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, sale or solicitation would be unlawful.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains "forward-looking statements", within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, concerning the business and operations of Primero Mining Corp. and its consolidated subsidiaries (collectively, "Primero" or the "Company"). All statements, other than statements of historical fact, are forward-looking statements. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of Primero to be materially different from those expressed or implied by such forward-looking statements. Certain of these factors are discussed in greater detail in Primero's annual report on Form 40-F on file with the U.S. Securities and Exchange Commission, and its most recent Annual Information Form on file with the Canadian provincial securities regulatory authorities and available at www.sedar.com. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. In addition, although Primero 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 not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof and accordingly are subject to change after such date. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Primero does not undertake to update any forward-looking statements that are included in this document, except in accordance with applicable securities laws.