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Pretivm - Newcrest Transaction



Newcrest to Acquire Pretivm for C$18.50 in Cash and Shares

  • Premium of 23%to the closing price and 29%to the 20-day volume-weighted-average price, respectively, on November 8, 2021 for Pretivm shareholders
  • Option to select cash or Newcrest shares, subject to proration
  • Opportunity to retain exposure to Brucejack, while gaining exposure to Newcrest’s diversified portfolio of high-quality, long life, tier one assets
  • Newcrest is a respected partner of the First Nations in northwest British Columbia
  • Newcrest intends to pursue growth with continued investment in Brucejack
  • Offer unanimously recommended by Pretivm’s Board of Directors
  • Investor conference call at 3:30 pm PT (6:30 pm ET) November 8, 2021

Vancouver, British Columbia, November 8, 2021; Pretium Resources Inc. (TSX/NYSE: PVG) (“Pretivm” or the “Company”) today announced that it has entered into a binding agreement (the “Arrangement Agreement”) with Newcrest Mining Limited (ASX/TSX/PNGX: NCM) (“Newcrest”) under which Newcrest has agreed to acquire all of the outstanding shares of Pretivm that it does not already own (the “Transaction”). Pursuant to the transaction, Pretivm shareholders will have the option to elect to receive C$18.50 per Pretivm share in cash 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, subject to proration to ensure aggregate cash and Newcrest share consideration each represent 50% of total transaction consideration (the “Transaction Price”). Pretivm shareholders who do not elect cash or Newcrest shares (subject to proration) will receive default consideration of C$9.25 per Pretivm share in cash and 0.4042 Newcrest shares per Pretivm share.

The Transaction Price represents a premium of 23% and 29% to the closing price and the 20-day VWAP, respectively, of Pretivm’s shares on the TSX as at November 8, 2021. The total equity value pursuant to the Transaction is approximately C$3.5 billion on a fully diluted basis. Newcrest currently owns approximately 4.8% of Pretivm’s shares. If consummated, the Transaction would result in Pretivm shareholders owning approximately 8% of Newcrest, on a fully diluted basis.

Pretivm News Release

Newcrest News Release

Newcrest Webcast

Newcrest Presentation