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Mining: Advisory Services

The complex ownership structures of many Canadian mining companies as well as recent trends in securities laws make independent financial advice an essential component in negotiating and completing merger and acquisition transactions, particularly those involving related companies.  IBK Capital is proud of its accomplishments in this regard.

Valuations & Fairness Opinions

IBK Capital provided a valuation to Dianor Resources Inc. on a royalty and minority interests on certain of its Canadian diamond exploration properties. The valuation was used by the company to assist it in its acquisition negotiations with the owners of the minority interests and the royalty.

IBK Capital provided a fairness opinion to Pelangio Mines Inc. with respect to the sale of its Detour Lake Property to Detour Gold Corporation, a member of the Hunter Dickinson Inc. Group of Companies. This transaction was valued at $85 million and converted Pelangio’s interest in the Detour Lake Property from a direct project interest into an indirect interest through approximately 49.5% equity ownership in Detour Gold Corporation, a TSX listed company since January 2007. The Detour Lake Property updated its resource estimate in December 2007. With the price of gold at US $450 per ounce and a cut-off grade of 0.81 grams per tonne, the measured and indicated resource is 3.6 million ounces of gold while the inferred resource is 2.1 million ounces. With the price of gold at US $700 per ounce and a cut-off grade of 0.52 grams per tonne, the measured and indicated resource is 6.0 million ounces of gold while the inferred resource is 4.0 million ounces.

IBK Capital provided a fairness opinion to Redaurum Limited with respect to the reverse take-over of Redaurum by Remick Investments Limited with significant holdings in the United States and South Africa.

IBK Capital provided a fairness opinion to Western Quebec Mines Inc. in connection with its acquisition of Valmag Inc., a private company.

IBK Capital provided a valuation of Pan African Resources Corporation and a fairness opinion to the minority shareholders of Pan African in connection with the Plan of Arrangement of Pan African with Golden Star Resources Ltd.

IBK Capital prepared a valuation of the BLM Service Group, Inc. for the management of William Resources, Inc. in connection with the possible spin-off of this division.

IBK Capital prepared a valuation for the management of Golden Rule Resources Ltd. and Waddy Lake Resources Inc. in connection with a proposed business arrangement.  As Golden Rule is the controlling shareholder of Waddy Lake, and the two companies have certain members of management in common, the companies retained IBK Capital to provide an independent analysis of the structure and the financial terms of the proposed business arrangement.

IBK Capital provided a fairness opinion to CMP Resources Ltd. in connection with its amalgamation with Plexus Resources Corporation and 1021105 Ontario Corp. to form Kinross Gold Corporation.  Kinross is a senior gold producer which is growing rapidly through acquisitions in the gold industry.

IBK Capital provided a valuation of NorthWest Gold Corp. and Northgate Exploration Limited, and a fairness opinion to the minority shareholders of NorthWest Gold Corp. in connection with the Plan of Arrangement of NorthWest Gold Corp. and Northgate Exploration Limited. 

IBK Capital provided a fairness opinion to New Lintex Minerals Ltd. in connection with its merger with Willow Creek Coal, a private company which owns a promising high-quality coal deposit in British Columbia.

Rembrandt Gold Mines Ltd. retained IBK Capital to provide a fairness opinion in connection with its proposed plan of arrangement with Canarc Resource Corp. and Suntac Minerals Corporation to create an emerging mining company with promising mineral assets.  The fairness opinion was carried out in accordance with the requirements of Ontario Securities Commission Policy Statement 9.1. 

Subsequent to the completion of this assignment, the structure of the proposed transaction was changed, and IBK Capital provided a second fairness opinion to Rembrandt Gold Mines Ltd. in connection with a take-over bid made by Canarc Resource Corp.

IBK Capital provided a fairness opinion to Consolidated Brinco Limited in connection with the merger with Hillsborough Resources Limited and HRL Coal Inc.  This merger created a new company with a stronger financial condition and significant mine operating and marketing experience. 

New Kelore Mines Limited retained IBK Capital to deliver a fairness opinion with respect to its merger with Pan Orvana Resources, now known as Orvana Minerals Corp.  IBK Capital advised the board of directors of New Kelore as to the value of Pan Orvana, a private company with extensive mining exploration properties across North America and an excellent management team, and recommended the appropriate share exchange ratio for the merger.

Uranium Resources, Inc. retained IBK Capital to provide financial advice and a fairness opinion to the board of directors of the company with regard to the proposed sale of the company to Rio Algom Mining Corp. for approximately US $43 million. Characteristic of IBK Capital's team oriented approach, it mobilised a group of professionals to perform on-site due diligence and meet with company management and operating personnel, as well as legal and auditing professionals.  At the heart of the assignment was an assessment of uranium industry conditions and analyses of the current financial and operating condition of the company along with its future prospects.  The fairness opinion was delivered to the company's board of directors for inclusion in their required regulatory filing with the United States' Securities and Exchange Commission. 

IBK Capital provided a valuation and fairness opinion for each of Golden North Resource Corporation and Thorco Resources Inc., in connection with a three-way merger between these two companies and Doelcam Mining Corporation to create Caledonia Mining Corporation.  This assignment included the valuation of mining assets located both within and outside North America and the comprehensive assessment of the holding company's structure. This transaction was valued at approximately $21 million. 

Merger & Acquisition Assignments

IBK Capital acted as financial advisor to Roxmark Mines Limited to evaluate strategic alternatives to maximize shareholder value. Roxmark Mines has an attractive set of gold assets in the Beardmore-Geraldton region of northern Ontario, including the Leitch mine which produced at over one ounce per ton gold in the 1960’s, the past producing Northern Empire Mine along with a permitted 200 ton per day mill, and a 30% carried interest on Premier Gold’s Hardrock project.

IBK Capital was retained by Noront Resources Ltd. as its financial advisor to evaluate strategic alternatives to maximize shareholder value in the wake of Noront’s nickel, copper, platinum and palladium discovery at McFauld’s Lake in Northern Ontario.

IBK Capital was retained by Sutter Gold Mining Inc. as its financial advisor to evaluate strategic alternatives, including the sale of the company to a third party, or the merger of the company with a strategic partner.

IBK Capital was retained by Zaruma Resources Inc. to assist Zaruma in going public in Canada.  As a private European company with international mineral properties, Zaruma was seeking a listing on the TSX through a reverse takeover of a TSX-listed shell (“RTO”).  IBK Capital assisted Zaruma in its negotiations and the completion of the RTO.  IBK Capital subsequently raised $1 million for Zaruma.

IBK Capital acted as the financial advisor to Lyon Lake Mines Ltd. in the acquisition of the Cerro Crucitas Project located in northern Costa Rica from Placer Dome Inc.  IBK Capital also acted as financial advisor to Lyon Lake Mines in the arrangement with Palmer Resources Ltd. under which Lyon Lake acquired all of the issued and outstanding common shares of Palmer.  Palmer’s working capital of $6 million was available to Lyon Lake for the acquisition and development of the Cerro Crucitas Project.

IBK Capital was hired by Mallon Resources Corporation to advise on maximizing shareholder value of their holding in Laguna Gold Company.  An auction was held and a transaction closed in December 1997.

IBK Capital was retained by Maude Lake Gold Mines Limited to advise on maximizing shareholder value.  An auction was held and Maude Lake was acquired by McWatters Mining Inc. in September 1996.

IBK Capital was retained by Nova-Cogesco Resources Inc. to advise on acquiring control of Equity Reserve Corp.  IBK Capital assisted Nova-Cogesco in structuring, pricing and negotiating the purchase of a 19.5% equity interest in Equity Reserve Corp.

Equity Reserve Corp. subsequently retained IBK Capital to act as financial advisor in connection with a tender offer to exchange the common shares of Equity Reserve and the options issued by Putco Holdings II Limited for new preferred shares of Equity Reserve.  This tender offer was valued at $27.7 million.  IBK Capital formed and managed a soliciting dealer group for the purposes of soliciting acceptance of the tender offer.  This group included members of the Toronto Stock Exchange and members of the Investment Dealers Association of Canada.

IBK Capital was also retained by Birkenshaw & Company Ltd. to advise on the acquisition of a portfolio of investments in shares of junior mining companies held by Homestake Mining Company.  The market value of the portfolio was approximately $10.7 million.

IBK Capital acted as financial advisor to Falconbridge Gold Corporation in its purchase of the Bell Creek Mine from Canamax Resources Inc.  This transaction provided Falconbridge Gold Corporation with operating synergies and, at the same time, enabled Canamax Resources Inc. to eliminate its bank debt of $13 million and return to a solid financial condition.

The management of Hemlo Gold Mines Inc. retained IBK Capital to advise on the purchase of all of Noranda Inc.'s gold assets. IBK Capital worked closely with Hemlo's management to assess the value of the gold assets and the effects of the proposed transaction on Hemlo's operations, financial status and market perception. This transaction was valued at approximately $80 million. 

Falconbridge Limited retained IBK Capital to advise on the sale of some of its gold assets to its subsidiary, Falconbridge Gold Corporation.  IBK Capital proposed a restructuring of the announced deal to address various concerns about the transaction raised by certain minority shareholders of Falconbridge Gold. Falconbridge Limited adopted IBK Capital's recommendations and amended its proposal to Falconbridge Gold accordingly. This transaction, valued at approximately $11 million, was overwhelmingly approved by the minority shareholders of Falconbridge Gold Corporation at the company's annual and special meeting of shareholders.

Rio Algom Limited retained IBK Capital to advise on the sale of its 27% interest in
St. Philips Resources Inc.  St. Philips owned a 40% joint venture interest in the South Kemess copper-gold property located in north central British Columbia. The South Kemess is currently being developed by Northgate Minerals Corporation.

Mining Industry Development

In terms of mining industry development activities, IBK Capital provided financial advisory services to the Government of Newfoundland and Labrador in regards to its negotiations with Inco Ltd. on the Voisey’s Bay nickel deposit in Labrador starting in June 2001. Significant progress was made during formal negotiations resulting in a statement of principles regarding the development of the Voisey’s Bay Nickel Project by July 2002. The project is crucial to the economic well-being of Newfoundland and Labrador. Total spending on this project could reach $3 billion over the next 30 years.  Inco bought the Voisey’s Bay property in 1996 for $4.3 billion.

IBK Capital provided financial advisory service to Tribute Minerals Inc., an exploration company which used cutting edge technology to search for ore bodies it believes exist beyond the view of traditional geophysical equipment. The deep earth imaging technology is called Titan 24 and is owned by Quantec Geoscience Ltd., a private company partly owned by Barrick Gold Corporation and Noranda Inc. (now Xstrata plc). The Titan 24 technology can image down to over 2,000 metres. IBK Capital raised $2 million for Tribute Minerals Inc. based on the results of this new technology.  IBK Capital is pleased to be involved in the development of this new powerful technology that could drastically reduce the cost of finding deep-seated ore bodies that do not crest at surface, the next generation of world-class mines.

IBK Capital is providing financial advisory services to Marine Mining Inc. (formerly Ghana Mining Inc.), a company set up to explore and develop mining properties in Ghana. Ghana, the West African nation formerly known as the Gold Coast, is one of the few countries in Africa which has been able to register significant economic growth over the past few years. Because of Ghana's tremendous mineral wealth, the mining sector has been identified as a priority area for revitalising Ghana's economy.

Marine Mining Inc. has licenses to prospect for gold and diamonds on a 10,000 square kilometre coastal and marine concession. This concession covers most of the drainage basin of the three rivers in Ghana that traverse the country’s most prolific gold and diamond mining areas. Marine Mining believes that the areas covered by its concessions may contain deposits of alluvial gold and diamonds. The company is also exploring the aggregate potential of its concession and is working with J.C. Duff and the Aggregate Producers’ Association of Ontario on a business arrangement that will realize the value of Ghana’s coastal aggregate by supplying the growing country with much needed sand and gravel.

IBK Capital was invited by the Greenland Home Rule Government to advise on financing alternatives for the development of the Greenland Mineral Resources Sector.  Greenland is one of the few places on the globe whose mineral wealth has yet to be exploited. IBK Capital was honoured to have the opportunity to present its views to the Greenland/Denmark Joint Committee on Mineral Resources on various capital raising possibilities. 

Privatizations & Restructuring

IBK Capital has acted as financial advisor to Triton Mining Corp. in raising capital to purchase the El Limon/La India mining property from the Government of Nicaragua.  This transaction was one of the first mining privatizations undertaken in Nicaragua. 

IBK Capital completed two transactions for United Coin Mines Limited, formerly a junior Canadian mining company.  IBK Capital raised $9.6 million through a private placement of convertible debentures with Wharf Resources Ltd., and subsequently completed a private placement of debt with warrants attached, valued at $3.2 million, with DCC Equities Limited.

IBK Capital then undertook the corporate restructuring of United Coin Mines Limited, providing advice on financial restructuring alternatives including informal and formal reorganisation methods.  IBK Capital also assisted in negotiations with secured and unsecured creditors.  The total amount of debt restructured under the Companies Creditors Arrangement Act exceeded $30 million.

 
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