M&A in the Latin Americanmining space

Hallgarten & Company

Christopher Ecclestone

June 2009

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Key Considerations

• Mining boom over last seven years• Proliferation in quoted names in Toronto, Amex,

AIM & Australia• Broad pyramid – few large caps, many small &

micro caps• Almost no debt in 90% of companies• No debt in explorer group

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Industry Structure

• Producers• Near producers• Explorers

Managements• Geologists• Mine engineers• Financial architects

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The Pressure on Miners

• Falls have been outsized in the mining sector – the financing crunch combined with a fall in metals prices

• Most sectors (excepting oil/gas) have not seen such devastating price collapses

• Sector has its own specialist financiers (Canadian, Australian and Sth African banks) who have become more cautious

• Hedge funds had become important takers of placings

• Hedge funds had also become important physical players

• Key players went down….

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Drivers for M&A

• Some companies have sound projects but lack the finances to take them the last mile to production

• Some companies already in production have excess cashflow and are looking for targets in the (near) pre-production phase where they can make a meaningful difference in valuations

• Companies have excessive GS&A, even amongst producers. Mergers offer economies of scale

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Mitigating Factors

• Ego, ego, ego• Revival in metals prices gives some the delusion

that they can survive• Some managements would rather go for highly

dilutive financings than participate in a less dilutive merger in which they lose their sinecures

• Ambitious managements are loathe to break with the “non-aggression” approach favoured by Canadians

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Case study: Capstone/Sherwood•In September 2008, Capstone, a successful gold/copper/silver miner In Mexico announced its merger with Sherwood, a near producer with its main asset in Canada.

•Production of 85 million pounds of copper in 2008, increasing to 110 million pounds in 2009, with significant by-products of gold, silver, lead and zinc, as previously disclosed. Low cost production with forecast total cash costs of under US$1.00 per pound of payable copper in 2008 and 2009, including all off-site costs and net of by-product credits,

•Consideration for the acquisition was paid in Capstone shares on the basis of 1.566 Capstone shares for every Sherwood share. This necessitated the issue of 84 million new Capstone shares, slightly more than doubling shares on issue.

•CS.to was around $2.40 per share when the announcement was made and copper was around $3 per lb. In the next two months CS plunged to as low as 69 cts. The company has recently recovered to around the deal price level. PCU, for instance is now trading around similar levels to that time.

•Silverstone which was majority-owned by Capstone has now been acquired by Silver Wheaton

•Capstone is now bulked up and cashed up and on the road looking for targets to acquire

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Case Study: CGH/Suramina

• Both companies in the Lundin family’s mining group• Not currently part of Lundin Mining though• Canadian Gold Hunter’s main prospect is in Mexico in

Vera Cruz state• Suramina is primarily assets in Argentina. This company

was created by the spin-off of exploration assets from Tenke at the time of its takeover by Lundin Mining

• Merger of equals as both parties are equally unadvanced!• Offer of 0.7541 shares of CGH for each Suramina share• Both companies had cash of around $6mn each at time

deal was announced • Creates a pan-Latin mining group (with CGH having a

major prospect also in Canada)• Talk that the exploration vehicle (Sanu Resources –

SNU.v) in Africa of the Lundin group might also be folded in the expanded structure

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Case Study: Silverstone/Silver Wheaton• Silverstone was the separately-quoted silver arm of the Capstone

grouping• Silverstone owns the rights to three silver streams from low-cost

copper mines: Minto in Canada, Cozamin in Mexico, and Neves Corvo in Portugal. These three operations will generate 4.5 million ounces of silver equivalent in 2009.

• Silver Wheaton is the silver VPP aggregator that was originally a spin-off from Wheaton River Mining (now merged into Goldcorp). Its main revenue comes from four mines, Luismin, Yauliyacu, Zinkgruvan and Peñasquito. It also owns the rights to some of the future production of Aleco.

• Shareholders of Silverstone were offered 0.185 shares of Silver Wheaton for every share held

• The all stock deal was valued at $190 million• The acquisition increases Silver Wheaton’s total reserves and

resources to 1.4 billion ounces of silver and 405,000 ounces of gold. The company forecasts sales of 17 million to 19 million silver equivalent ounces this year,

• Silver Wheaton removes its only rival in the VPP business

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Case Study: Minera Andes

• Discovered San Jose gold/silver mine in Argentina• JVed 51% to Hochschild• Production started March 2008• Company owed $17.5mn to Macquarie Bank

• Hochschild made a predatory move• Announced a cash call of $11.3mn to expand production while

holding back revenue from past production• Meanwhile Minera had to repay loan to Macquarie Bank around

mid-February• Hochschild had Andes cornered

• Rob McEwen (founder of Goldcorp) was already a shareholder (24.3%)

• He offered to subscribe for C$40mn at 33cts per share.• Hochschild countered with a vague offer to buy 49% of San Jose

or all of Minera Andes for C$0.86• McEwen upped offer price to C$1 per share and Hochschild

desisted. McEwen nows owns 37.4% of Minera Andes

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Case Study: Fresnillo/MAG Silver

• Fresnillo is a major silver producer, spun out of Peñoles in 2008, with a separate listing in London

• MAG Silver is a cashed up silver producer with operations in Mexico

• They are partners in the Juanicipio joint venture property, owned MAG (44%) and Fresnillo (56%). Indicated Resource are 83 million ounces of silver, 210,000 ounces of gold and 155 million pounds of lead and 269 million pounds of zinc. The Inferred Resources contain an additional 106 million ounces of silver, 356,000 ounces of gold and 301 million pounds of lead and 498 million pounds of zinc.

• Initial bid in December 2008 was unsolicited and has become rancorous over valuation issues. Fresnillo offered $4.54 cash per share of MAG. Fresnillo held already 19.8% of MAG when it launched the bid.The bid valued the company at around CDN$230mn

• At that time MAG had CDN$55mn in cash on hand• Bid is still in limbo

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Case Study: Capital Gold/Gammon Gold• Capital Gold is a small gold producer in Mexico with around 80K ozs

per annum, however low cash cost of around $290 per oz• Gammon Gold is a sizeable producer with a relatively new mine

that has had many teething problems. Its cash cost was an amazing $755 per oz. As a result the company was bleeding red ink in 2008

• Gammon however had a market cap of nearly $1bn while CapGold was closer to $100mn

• The offer in March 2009 consisted of 0.1028 Gammon Gold shares for each Capital Gold common share outstanding. At that time the offer represented a value for each Capital Gold share of US$0.76 (a premium of 29% to the av. weighted price in the previous ten days)

• Two big shareholders (who seemed to have been tipped off) approved the offer while minority shareholders felt like they were having their company sold out at bargain basement levels.

• Gammon is more of a silver producer than a gold producer.• Other alternatives had not been adequately explored by the

management. They seemed to go for a deal that suited them rather than one that was best for all shareholders.

• Gammon’s price sank lowering the value of the deal for CapGold.• In a mysterious announcement Gammon pulled out of the deal not

citing any reason but the market has its own views on what took place.

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Other Transactions

• Hochschild takeover of Southwestern Resources• Kinross takeover of Aurelian • Iamgold takeover of Cambior• Lundin takeover of Tenke• Failed bid by HudBay to takeover Lundin Mining• Fortuna takeover of Continuum Resources• Three-way merger of Metallica/New Gold/Peak Gold• Linear Gold takeover of Central Sun Mining• Excellon Resources takeover of Silver Eagle • Inmet takeover of Petaquilla Copper

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Precipitating Action

• Trading – this opportunity is now largely past on the short side

• Precipitating M&A transactions via stake-building and cajoling of management

• Taking part in restructurings

• Creative financings – NSRs, asset sales, predatory accumulation of positions from distressed portfolios

• Work with managements to improve investor perceptions and thereby enhance share prices