Intrepid Mines Limited

Intrepid Mines Limited
Emperor Mines Limited

Emperor Mines Limited

September 17, 2007 20:50 ET

Intrepid and Emperor to Create a Dynamic and Well Funded Gold Producer, Developer and Explorer

TORONTO, ONTARIO and BRISBANE, AUSTRALIA--(Marketwire - Sept. 17, 2007) - Intrepid Mines Limited (TSX:IAU)(TSX:IXN)(ASX:IAU) and Emperor Mines Limited (ASX:EMP) are pleased to announce that their respective Boards have signed an agreement to merge the two companies.

The Merged Company

The new company, to be named Intrepid Mines Limited, will be a dynamic and well funded international gold producer, developer and explorer listed on both the TSX and ASX.

The combination of Emperor's balance sheet strength, Intrepid's producing Paulsens Gold Mine and its Casposo development project, and both companies' exploration assets, together with the combined skills of the two management teams, will create a well balanced company capable of adding significant value for its shareholders.

In particular, the merged Intrepid's strengthened balance sheet and the ability to secure project finance, will allow the company to immediately move forward with corporate objectives, including:

- accelerated underground exploration at the Paulsens Gold Mine;

- imminent development of the Casposo gold/silver Project in Argentina on an unhedged basis and continued examination of early expansion options;

- immediate exploration at Taviche (Mexico) and Tujuh Bukit Project (Indonesia) and an expanded exploration budget of up to approximately A$8.0 million per annum; and

- improved capacity to target project and corporate acquisition opportunities.

The proposed merger, if it proceeds, will take place by way of a scheme of arrangement.

Emperor's 78.7% shareholder, DRDGOLD, has informed Emperor that it intends to re-focus its attention on opportunities in South Africa and so intends to seek to realise its investment in an orderly manner prior to the scheme meeting convened by the Court to approve the proposed scheme. Emperor has agreed to work with DRDGOLD to seek to facilitate such an exit. The proposed merger with Intrepid is therefore subject to DRDGOLD being able to successfully realise its investment in Emperor prior to this time.

The boards of directors of Emperor and Intrepid have resolved to support the proposed merger.


The merger will take place by way of a scheme of arrangement, with Emperor shareholders receiving 1 Intrepid share for every 4.25 Emperor shares held. Existing unlisted Emperor employee options are to be either cancelled for cash or new Intrepid options issued on equivalent terms and conditions.

Board and Management Structure

The merged company will benefit from the skills and international experience of the combined management teams, with personnel who have held senior positions with major resource companies such as Placer Dome, BHP Billiton, and Western Mining Corporation.

Management of the merged company will be led by Mr Brad Gordon as Chief Executive Officer and Mr Laurence Curtis as President. The merged company's head office will be located in Brisbane, Australia and the capital markets and the Americas exploration office will be located in Toronto, Canada.

The Board of the merged company will comprise at least three representatives from each of Intrepid and Emperor. Mr Colin G Jackson will continue as Chairman of the merged company.

Synergy and Benefits of the Merged Company

The principal assets of the merged company will be:

- Paulsens' operating gold mine in Western Australia (100% interest);

- Casposo gold/silver development project in Argentina (100% interest); and

- advanced exploration projects at Taviche (Mexico - earning a 35% interest, gold/silver) and Tujuh Bukit Project (Java, Indonesia - earning up to 70% interest, gold/silver/copper).

The merger is expected to deliver an expanded production profile and near term increased gold inventory potential, leveraging exposure to the gold price.

Transaction Implementation

Emperor and Intrepid have entered into a Merger Implementation Deed under which they have agreed to certain undertakings and arrangements to facilitate the merger. The complete document may be found on the companies' websites or on, the official site that provides access to most public securities' documents and information filed by public companies and investment funds with the Canadian Securities Administrators in the SEDAR filing system. Key terms of the Merger Implementation Deed are summarised in Appendix A.

The proposed merger is conditional on, amongst other things:

i) Emperor shareholder approval;

ii) Intrepid shareholder approval;

iii) DRDGOLD selling its shareholding in Emperor;

iv) The acquisition or cancellation of all Emperor options;

v) Each of Emperor and Intrepid being satisfied with the results of their
respective due diligence enquiries;

vi) Emperor having surplus net cash of at least A$54 million immediately prior to the second Court hearing to approve the scheme (taking into account any amounts provided by Emperor to Intrepid, any sum expended in respect of the Tujuh Bukit Joint Venture and any other expenditure approved by Intrepid);

vii) Any other regulatory approvals, no regulatory action, no material adverse change, no prescribed occurrences, TSX consent; and

viii) Court approval.

Both companies have entered into no solicitation - no talk provisions customary for this type of transaction. In addition Emperor has provided financial accommodation to Intrepid Minerals Corporation, a wholly owned subsidiary of Intrepid, amounting to A$5.0 million and holds an option to convert this loan into Intrepid shares.


The proposed timetable to complete the merger involves:

- Despatch Emperor shareholder documentation early-November

- Emperor scheme meeting early-December

- Implementation date early-January


Emperor's financial advisor in relation to this transaction is Gryphon Partners and legal advice is being provided by Blake Dawson Waldron. Intrepid's legal advisors are Q Legal and Gardiner-Roberts.

Market Briefing/Conference Calls

Emperor and Intrepid will host two conference calls to discuss the benefits of the proposed merger. For further details on the conference calls, please refer to Appendix B.


This release contains certain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from the Company's expectations and projections. The TSX & ASX has neither approved nor disapproved the information contained in this press release. Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes "forward-looking statements". Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. Circumstances or management's estimates or opinions could change. The reader is cautioned not to place undue reliance on forward-looking statements.

Appendix A
Summary of Key Terms of the Merger Implementation Deed


Conditions The principal conditions precedent to the
Precedent to the implementation of the Scheme include:

- approvals from applicable regulatory bodies such as
ASIC, ASX, TSX and, if required, FIRB;

- continued recommendation of the Scheme by the
Emperor and Intrepid Boards;

- Emperor shareholder approval of the Scheme at the
Scheme Meeting by the requisite majorities under the
Corporations Act;

- if required by TSX, ASX or applicable laws of
Australia and Canada, Intrepid shareholder approval
of the Scheme;

- DRDGOLD selling their Emperor shares prior to the
Scheme Meeting;

- approval of the Scheme by Intrepid's third party
providers of finance;

- Court approval of the Scheme in accordance with
s411(4)(b) of the Corporations Act;

- no Emperor or Intrepid Material Adverse Change

- Intrepid executing the Deed Poll;

- no Emperor or Intrepid Prescribed Occurrence occurs;

- confirmation that the actual Net Cash Position of
Emperor (plus any sum advanced under the Emperor
Working Capital Funding or any other expenditure
approved by Intrepid) is no more than $6 million
below the forecast $62 million Net Cash Position
of Emperor as at 30 September 2007;

- confirmation that as at the Business Day prior to
the Second Court Date, the actual Net Cash Position
of Emperor (plus any sum advanced under the Emperor
Working Capital Funding, any sum expended in respect
of the Tujuh Bukit Joint Venture or any other
expenditure approved by Intrepid) is no more
than $8 million below the forecast $62 million Net
Cash Position of Emperor as at 30 September 2007;

- no changes in any material respect to the intention
of Emperor to effect the Sale of Tolukuma (as
announced on 10 September 2007), other than as
approved by Intrepid in writing, before 8.00am on
the Second Court Date;

- all Emperor options to subscribe for shares having
been exercised, cancelled or acquired by Intrepid;

- Emperor and Intrepid being satisfied with their
respective due diligence investigations.


Scheme The Scheme will be concluded on terms which will
Consideration provide for the issue of 1 Intrepid Share for every
4.25 Emperor Shares held by Scheme Participants.


Subscription Option Intrepid has granted to Emperor an option to subscribe
for up to 20 million shares in Intrepid at Intrepid's
20 day volume weighted average price at the time of
exercising the option. Should the option be exercised,
the funds due to Intrepid under the option exercise
shall be applied to extinguishing the existing A$5.0
million loan with Intrepid Minerals Corporation.


Independent Emperor has discretion whether or not to commission an
Expert's report Independent Expert to provide an opinion as to whether
the Scheme is in the best interests of Emperor
Shareholders ("Expert Report"). Emperor is not obliged
to commission an Expert Report.

If Emperor does decide to commission an Expert Report,
then a further condition precedent to the
implementation of the Scheme will be that the Expert
Report concludes that the Scheme is in the best
interests of the Scheme Participants.


No talk and no Each party must ensure that during the Exclusivity
shop obligations Period:

- (No Shop) It, nor any of its Representatives,
directly or indirectly solicits, invites, facilitates
any discussions or negotiations (or encourages, or
communicates any intention to do any of these
things), with a view to obtaining any expression of
interest, offer or proposal from any Person for or
in respect of a Competing Transaction in relation to
that party; and

- (No Talk) It, nor any of its Representatives, in
connection with or for the purposes of a Competing
Transaction in relation to that party, without the
other party's prior written consent, directly or
indirectly participate or engage in any
negotiations or discussions with any Person or
provide or make available any information to any
Person (including any information or access for the
purposes of undertaking due diligence investigations
of the party or any of its Related Bodies


Limitations to no The no talk provision summarised above does not
talk obligation restrict a party from responding to a bona fide offer
or proposal which was not solicited or initiated by
it, and to the extent necessary to discharge their
fiduciary duties as a director of Emperor or Intrepid
in accordance with the written opinion of senior
counsel ("Fiduciary Carve-out").


Competing If a party ("Recipient") is approached by another
Transactions and person during the Exclusivity Period Transaction
with a Competing to which the No Talk or No Shop provisions apply,
the parties' right they must promptly notify the other party of such
to respond approach.

The Recipient must not enter into any agreement in
relation to that Competing Transaction unless, after
notifying the other party, the other party has not
within 3 Business Days of notification submitted a
written proposal which is on terms no less favourable
than the Competing Transaction ("Counterproposal").
If the Counterproposal is on terms no less favourable
than the Competing Transaction, then in the absence of
a more favourable offer, the parties must proceed
exclusively with the Counterproposal, otherwise the
Recipient may proceed exclusively with the Competing


There are various capitalised terms used in this summary which are defined
in the Merger Implementation Deed.

Appendix B

Conference Call Details

Conference Call One

The call is scheduled for 18 September 2007 and will be hosted by Intrepid
Mines Chairman Mr. Colin Jackson, President, Mr. Laurence Curtis, and
Emperor Mines CEO Mr. Brad Gordon. An invitation is extended to all
interested investors, analysts or media representatives to attend.

Timing and dial in details appear below, with AEST meaning Australian
Eastern Standard Time.

Schedule of events:

1:50 pm AEST To participate in the conference call, dial
1 800 148 258 and reference Conference ID 17374994
(if calling from outside Australia, dial
+61 2 8524 6650)

2:00 pm AEST Conference call commences

An audio recording of the teleconference will be available approximately 4
hours after the call. To listen to the audio recording of the call, visit
Emperor's website at

Conference Call Two

The call is scheduled for 18 September 2007 and will be hosted by Intrepid
Mines President, Mr. Laurence Curtis, Chairman Mr. Colin Jackson and
Emperor Mines CEO Mr. Brad Gordon. An invitation is extended to all
interested investors, analysts or media representatives to attend.

Timing and dial in details appear below;

Schedule of events:

10:00 am (Toronto eastern time) To participate in the conference
call, dial (toll free) 1-888-300-0053
or (international/local)
1-647-427-3420. Conference ID

An audio replay of the call will be available for one week by dialing
1-800-365-8354 (passcode 17401204), and will also be available on
Intrepid's website at

Contact Information

  • Emperor Mines Limited
    Brad Gordon
    +61 (7) 3007 8011
    Intrepid Mines Limited
    Laurence Curtis
    (416) 368-4525
    Gryphon Partners
    Rob Greenslade
    +61 (8) 8418 8525
    Intrepid Mines Limited
    Ann Candelario
    (416) 368-4525