Filed by Pan
American Silver Corp. pursuant to Rule 425 under the Securities Act of
1933
Commission file
number: 000-13727
Subject
Company: Aquiline Resources Inc.
Commission file
number: N/A
October
2009
Pan
American Silver Corp.’s
Friendly Offer for
Aquiline Resources Inc.
Friendly Offer for
Aquiline Resources Inc.
“The
Premier Silver Mining Company”
2
Cautionary
Note Regarding
Forward Looking Statements
Forward Looking Statements
Certain
of the statements and information in this investor presentation constitute
“forward looking statements” within the meaning of the United States private
securities
litigation reform act of 1995 and “forward looking information” within the meaning of applicable Canadian provincial securities laws relating to Pan American Silver
Corp. (“PAA”), Aquiline Resources Inc. (“AQI”) and their respective operations. All statements, other than statements of historical fact, are forward looking statements.
When used in this investor presentation, the words “anticipate”, “will”, “believe”, “estimate”, “expect”, “intend”, “target”, “plan”, “goals”, “objectives”, “may” and other
similar words and expressions, identify forward-looking statements or information. These forward looking statements or information relate to, among other things: the
creation of a premier silver mining company, the successful integration of AQI’s business and operations with PAA, the satisfaction or waiver of the conditions
precedent to the support agreement, the timing of the expected launch of the formal take-over bids, the timing and prospects for shareholder acceptance of the offers
and the implementation thereof, the scheduled timing for closing, future superior financial performance and growth, future diversified political and operational risk, the
accuracy of mineral reserve and resource estimates, the accuracy of estimated future production and targets, timing and costs of construction, development and
production, future successful development of the Navidad project and other PAA development projects, estimated production rates for silver and other payable metals
produced by PAA and estimated average recoverable silver production by AQI, expected accretion of PAA’s net asset value per share and resources per share and
cash flow per share once the Navidad project is in production, the results of the preliminary economic assessment on the Navidad project including but not limited to
the suitability of the Loma de La Plata zone of the Navidad project for open-pit mining, the estimated processing plant throughput of 10,000 tonnes per day, the
estimated silver recoveries of 80% for the Loma de La Plata zone, the expected high grade silver concentrate for the Loma de La Plata zone and the reduction of
smelter charges per ounce, access to future market liquidity, risk mitigation through PAA’s asset portfolio, value creation and growth for PAA and AQI’s shareholders,
leveraged upside exposure for future share appreciation, future extensions of the life of PAA’s mines and projects, the effects of laws, regulations and government
policies affecting PAA’s and AQI’s operations including but not limited to construction and development of the Navidad project, growth opportunities of PAA, the price
of silver and other metals; the sufficiency of PAA’s current working capital or its ability to raise necessary funds including but not limited to robust and ready access to
equity and debt financing markets of the enlarged PAA and PAA plans and expectations for its properties and operations, the accuracy of estimated mineral resources
if the acquisition is complete, the suitability of the Barite Hill zone and the Valle Esperanza zone of the Navidad project for open pit mining and the accuracy of results
and conclusions of metallurgical test work on the Barite Hill zone and the Valle Esperanza zone. These statements reflect the current views of PAA and AQI,
respectively with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by each of PAA
and AQI, respectively, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or
may be expressed or implied by such forward looking statements contained in this investor presentation and both PAA and AQI, respectively, has made assumptions
based on or related to many of these factors. Such factors include without limitation: The fluctuations in spot and forward markets for silver, gold, base metals and
certain other commodities (such as natural gas, fuel oil and electricity); fluctuations in currency markets (such as the Peruvian sol, Mexican peso, Argentine peso and
Bolivian boliviano versus the U.S. dollar); risks related to the technological and operational nature of PAA and AQI’s businesses, respectively; changes in national and
local government permitting, legislation, taxation, controls or regulations and political or economic developments in Canada, the United States, Mexico, Peru,
Argentina, Bolivia or other countries where PAA and AQI may carry on business in the future; risks and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and
flooding); inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; employee relations; availability and increasing costs associated with
mining inputs and labor; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits; diminishing
quantities or grades of mineral reserves as properties are mined; global financial conditions; business opportunities that may be presented to, or pursued by PAA or
AQI; PAA’s ability to complete and successfully integrate acquisitions; challenges to PAA’s or AQI’s title to properties; litigation, the actual results of current exploration
activities, conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors; discrepancies between actual
and estimated production, price volatility, increased competition in the mining industry for properties, equipment, qualified personnel, and their costs; and those factors
identified under the caption “Risks Related To PAA’s Business” in PAA’s most recent Form 40F and Annual Information Form filed with the United States Securities
and Exchange Commission and Canadian provincial securities regulatory authorities and those factors identified under the caption “Description Of Business - Risk
Factors” in AQI’s Annual Information Form filed with certain Canadian provincial securities regulatory authorities. Investors are cautioned against attributing undue
certainty or reliance on forward-looking statements. Although PAA and AQI, respectively, have attempted to identify important factors that could cause actual results to
differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. PAA and AQI do not intend, and do not
assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events
affecting such statements or information, other than as required by applicable law.
litigation reform act of 1995 and “forward looking information” within the meaning of applicable Canadian provincial securities laws relating to Pan American Silver
Corp. (“PAA”), Aquiline Resources Inc. (“AQI”) and their respective operations. All statements, other than statements of historical fact, are forward looking statements.
When used in this investor presentation, the words “anticipate”, “will”, “believe”, “estimate”, “expect”, “intend”, “target”, “plan”, “goals”, “objectives”, “may” and other
similar words and expressions, identify forward-looking statements or information. These forward looking statements or information relate to, among other things: the
creation of a premier silver mining company, the successful integration of AQI’s business and operations with PAA, the satisfaction or waiver of the conditions
precedent to the support agreement, the timing of the expected launch of the formal take-over bids, the timing and prospects for shareholder acceptance of the offers
and the implementation thereof, the scheduled timing for closing, future superior financial performance and growth, future diversified political and operational risk, the
accuracy of mineral reserve and resource estimates, the accuracy of estimated future production and targets, timing and costs of construction, development and
production, future successful development of the Navidad project and other PAA development projects, estimated production rates for silver and other payable metals
produced by PAA and estimated average recoverable silver production by AQI, expected accretion of PAA’s net asset value per share and resources per share and
cash flow per share once the Navidad project is in production, the results of the preliminary economic assessment on the Navidad project including but not limited to
the suitability of the Loma de La Plata zone of the Navidad project for open-pit mining, the estimated processing plant throughput of 10,000 tonnes per day, the
estimated silver recoveries of 80% for the Loma de La Plata zone, the expected high grade silver concentrate for the Loma de La Plata zone and the reduction of
smelter charges per ounce, access to future market liquidity, risk mitigation through PAA’s asset portfolio, value creation and growth for PAA and AQI’s shareholders,
leveraged upside exposure for future share appreciation, future extensions of the life of PAA’s mines and projects, the effects of laws, regulations and government
policies affecting PAA’s and AQI’s operations including but not limited to construction and development of the Navidad project, growth opportunities of PAA, the price
of silver and other metals; the sufficiency of PAA’s current working capital or its ability to raise necessary funds including but not limited to robust and ready access to
equity and debt financing markets of the enlarged PAA and PAA plans and expectations for its properties and operations, the accuracy of estimated mineral resources
if the acquisition is complete, the suitability of the Barite Hill zone and the Valle Esperanza zone of the Navidad project for open pit mining and the accuracy of results
and conclusions of metallurgical test work on the Barite Hill zone and the Valle Esperanza zone. These statements reflect the current views of PAA and AQI,
respectively with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by each of PAA
and AQI, respectively, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or
may be expressed or implied by such forward looking statements contained in this investor presentation and both PAA and AQI, respectively, has made assumptions
based on or related to many of these factors. Such factors include without limitation: The fluctuations in spot and forward markets for silver, gold, base metals and
certain other commodities (such as natural gas, fuel oil and electricity); fluctuations in currency markets (such as the Peruvian sol, Mexican peso, Argentine peso and
Bolivian boliviano versus the U.S. dollar); risks related to the technological and operational nature of PAA and AQI’s businesses, respectively; changes in national and
local government permitting, legislation, taxation, controls or regulations and political or economic developments in Canada, the United States, Mexico, Peru,
Argentina, Bolivia or other countries where PAA and AQI may carry on business in the future; risks and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and
flooding); inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; employee relations; availability and increasing costs associated with
mining inputs and labor; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits; diminishing
quantities or grades of mineral reserves as properties are mined; global financial conditions; business opportunities that may be presented to, or pursued by PAA or
AQI; PAA’s ability to complete and successfully integrate acquisitions; challenges to PAA’s or AQI’s title to properties; litigation, the actual results of current exploration
activities, conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors; discrepancies between actual
and estimated production, price volatility, increased competition in the mining industry for properties, equipment, qualified personnel, and their costs; and those factors
identified under the caption “Risks Related To PAA’s Business” in PAA’s most recent Form 40F and Annual Information Form filed with the United States Securities
and Exchange Commission and Canadian provincial securities regulatory authorities and those factors identified under the caption “Description Of Business - Risk
Factors” in AQI’s Annual Information Form filed with certain Canadian provincial securities regulatory authorities. Investors are cautioned against attributing undue
certainty or reliance on forward-looking statements. Although PAA and AQI, respectively, have attempted to identify important factors that could cause actual results to
differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. PAA and AQI do not intend, and do not
assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events
affecting such statements or information, other than as required by applicable law.
3
Cautionary
Statements
CAUTIONARY
NOTE TO ALL INVESTORS CONCERNING ECONOMIC ASSESSMENTS THAT INCLUDE
INFERRED
RESOURCES
RESOURCES
• Mineral
resources that are not mineral reserves have no demonstrated economic
viability. The
preliminary economic
assessment of the Navidad project is preliminary in nature and includes “inferred mineral resources” that are considered too
speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral
reserves. There is no certainty that the preliminary assessment at the Navidad project will ever be realized.
assessment of the Navidad project is preliminary in nature and includes “inferred mineral resources” that are considered too
speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral
reserves. There is no certainty that the preliminary assessment at the Navidad project will ever be realized.
CAUTIONARY
NOTE REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES
• PAA and
AQI are required to describe mineral resources associated with their properties
utilizing Canadian Institute of Mining,
Metallurgy and Petroleum ("CIM") definitions of "indicated" or "inferred", which categories of resource are recognized by
Canadian regulations but are not recognized by the United States Securities Exchange Commission (the "SEC"). The
definitions of proven and probable mineral reserves used in National Instrument 43-101 Standards of Disclosure for Mineral
Projects adopted by Canadian Securities Administrators ("NI 43-101") differ from the definitions in the SEC Industry Guide 7. In
addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral
resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC
Industry Guide 7 and normally are not permitted to be used in reports filed with the SEC. Investors are cautioned not to assume
that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources"
have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed
that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates
of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.
Metallurgy and Petroleum ("CIM") definitions of "indicated" or "inferred", which categories of resource are recognized by
Canadian regulations but are not recognized by the United States Securities Exchange Commission (the "SEC"). The
definitions of proven and probable mineral reserves used in National Instrument 43-101 Standards of Disclosure for Mineral
Projects adopted by Canadian Securities Administrators ("NI 43-101") differ from the definitions in the SEC Industry Guide 7. In
addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral
resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC
Industry Guide 7 and normally are not permitted to be used in reports filed with the SEC. Investors are cautioned not to assume
that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources"
have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed
that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates
of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.
• Disclosure
of “contained ounces” in a mineral resource is permitted disclosure under
Canadian regulations. However, the SEC
normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage
and grade, without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the
same as those of the SEC, and mineral reserves reported by the Company in compliance with NI 43-101 may not qualify as
“reserves” under SEC standards.
normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage
and grade, without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the
same as those of the SEC, and mineral reserves reported by the Company in compliance with NI 43-101 may not qualify as
“reserves” under SEC standards.
• Accordingly,
information contained in this investor presentation containing descriptions of
mineral deposits may not be
comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations hereunder.
comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations hereunder.
4
Note:
All market data as of 13-Oct-2009
Transaction
Highlights
Pan American Silver
Corp. (“PAA”) will make a friendly offer to acquire Aquiline
Resources Inc. (“AQI”)
Resources Inc. (“AQI”)
• PAA will offer
0.2495 (“Exchange Ratio”)
of
a PAA common share plus
0.1 of a PAA common share purchase warrant for each AQI common
share (“Share Offer”)
0.1 of a PAA common share purchase warrant for each AQI common
share (“Share Offer”)
• Consideration valued
at
C$7.47 per AQI common
share
• 0.2495 of a PAA
common share valued at C$6.66
• 0.1 of a PAA common
share purchase warrant valued at C$0.81
• Each full warrant
entitles the holder to purchase a PAA common
share at C$35.00 over the 5-year period from the date of first take-
up of AQI shares
share at C$35.00 over the 5-year period from the date of first take-
up of AQI shares
• Offer represents a
37%
premium to AQI closing price and a 62%
premium to AQI’s 10-day volume-weighted average price
premium to AQI’s 10-day volume-weighted average price
5
Transaction
Highlights
(Cont’d)
PAA will make
separate offers to purchase AQI warrants and the convertible
debenture
debenture
• PAA will offer
replacement securities with similar terms, adjusted by the
0.2495 exchange ratio
0.2495 exchange ratio
The
Board of Directors of AQI has
unanimously determined that the PAA
Share Offer is fair to AQI’s shareholders and that the transaction is in the best
interest of AQI, and will unanimously recommend that AQI shareholders
tender their common shares to the Share Offer
Share Offer is fair to AQI’s shareholders and that the transaction is in the best
interest of AQI, and will unanimously recommend that AQI shareholders
tender their common shares to the Share Offer
Total transaction
value implied by the offers is approximately C$626
million
6
(1)
Fully-diluted ownership based on basic shares plus in-the-money options and
warrants, excluding securities already owned by PAA.
Transaction
- Other
Terms
AQI directors and
senior officers have agreed to lock-ups and will tender into
PAA’s Share Offer.
PAA’s Share Offer.
Break fee of C$18
million
PAA has a five
business day right to match superior offers
Minimum tender
condition of 66 2/3% under Share
Offer
• Share Offer not
contingent on successful take-up under convertible
securities offers
securities offers
AQI shareholders to
own approx. 19% of PAA(1)
Share Offer expected
to be mailed before the end of October 2009
Take-up of offers
expected by the end of Q4 2009
7
Note:
Bold Italics represent producing properties
Pan
American + Aquiline - The
Assets
8
PAA
- The Premier Silver Mining Company
• Largest North
American-listed silver producer as ranked by production (8
operating mines)
operating mines)
• Industry-leading
mine construction and operating expertise (have
built
or expanded 5 new silver mines in last 6 years)
or expanded 5 new silver mines in last 6 years)
• Superior financial
performance and growth profile
• Diversified
political & operational risk, with long-life silver resources
Navidad
+ La Preciosa (Mexico) re-establish PAA’s industry-leading
growth profile
growth profile
• Production targeted
to grow to
+40 million oz of silver annually
• Transaction is
accretive to PAA’s net asset value per share and resources
per share
per share
Pan
American + Aquiline - The
Rationale
9
Addition
of world-class silver development project to PAA’s portfolio
• Navidad is one of
world’s largest
undeveloped silver properties
• Total measured &
indicated resources (inclusive of reserves) increase to
approx. 0.9 billion oz of silver plus another 0.2 billion oz inferred
approx. 0.9 billion oz of silver plus another 0.2 billion oz inferred
• Total measured &
indicated resources (inclusive of reserves) increase to
approx. 1.9 million oz of gold plus 0.8 million oz inferred
approx. 1.9 million oz of gold plus 0.8 million oz inferred
PAA
is the best suited company to bring Navidad into production
• Proven
development and operating team
• Recent successful
experience in Argentina - Manantial Espejo
• Exemplary community
and governmental relations and safety record
• Outstanding
financial strength to fund Navidad’s
development
Pan
American + Aquiline - The
Rationale
10
Silver
Reserves and Resources (mm oz)
(1)
Pan American Silver Reserves and Resources reported as of 31-Dec-2008 as per
2008 AIF. See appendix for full details.
(2)
Navidad based on June 2009 NI 43-101 Technical Report prepared by Snowden.
Calcatreu NI 43-101 resources based on results of 22-Apr-2008 Mineral Resource
Update prepared
by
Micon International Limited. Pico Machay resources presented on a 100% basis as
per press release of Aquiline Resources Inc. dated 13-Oct-2009. See appendix for
full details.
(3)
Source: Latest publicly-available company filings.
Pan
American + Aquiline - Silver
Resources
11
Silver
Production (mm oz)
(1) Pan
American Silver production based on historical results and 2009E and 2010E are
based on median public guidance from investor presentation at the Merrill
Lynch
Mining Conference (dated 10-Sep-2009).
(2) Aquiline Resources 3-year average recoverable silver production based on Loma de La Plata NI 43-101 Preliminary Economic Assessment published by Snowden Group
16-Oct-2008 (the “PEA”). Pan American Silver Corp. development plan is likely to result in different technical specifications and production profile than the Snowden mine
plan for Loma de La Plata contained in the PEA. See “Cautionary Note to All Investors Concerning Economic Assessments that Include Inferred Resources”.
Mining Conference (dated 10-Sep-2009).
(2) Aquiline Resources 3-year average recoverable silver production based on Loma de La Plata NI 43-101 Preliminary Economic Assessment published by Snowden Group
16-Oct-2008 (the “PEA”). Pan American Silver Corp. development plan is likely to result in different technical specifications and production profile than the Snowden mine
plan for Loma de La Plata contained in the PEA. See “Cautionary Note to All Investors Concerning Economic Assessments that Include Inferred Resources”.
Pan
American + Aquiline
Transaction is Transformational to Growth Profile
Transaction is Transformational to Growth Profile
12
Significant
premium and enhanced liquidity
• Offer values AQI
shares at C$7.47
• 0.2495 of a PAA
common share valued at C$6.66
• 0.1 of a PAA common
share purchase warrant valued at C$0.81
• Offer represents a
37% premium to AQI’s most recent closing price on
the TSX of C$5.47 (which also represents its 52-week high) and a 62%
premium to AQI’s 10-day volume-weighted average price of C$4.61
the TSX of C$5.47 (which also represents its 52-week high) and a 62%
premium to AQI’s 10-day volume-weighted average price of C$4.61
• 5-year warrant
provides significant leveraged upside exposure to future
PAA share price appreciation (exercise price of C$35.00)
PAA share price appreciation (exercise price of C$35.00)
• PAA’s trades
approximately C$36mm worth of shares per day vs. AQI’s
C$0.5mm
C$0.5mm
Value
for
Aquiline Shareholders
13
Exposure
to PAA’s attractive and diverse portfolio of assets
• 8 operating mines in
Mexico, Peru, Bolivia and Argentina
• Track record of
extending mine life and successful project development
• Ongoing
participation in value creation associated with successful
development of Navidad and other PAA development projects
development of Navidad and other PAA development projects
PAA
is uniquely positioned to develop Navidad
• Existing operations
and proven team in Argentina
• Experience in
navigating Argentinean regulatory landscape
• Exemplary community
and government relations
• Robust and ready
access to equity and debt financing markets
• Industry leading
mine development expertise
Value
for
Aquiline Shareholders (Cont’d)
14
Accretive
to NAV
per share and resources per share
Expected to be
accretive to CFPS once Navidad is in production
PAA adds another
world-class project to its development pipeline
208%
overall increase in silver M&I resources (including P&P
reserves)
99% overall increase
in gold M&I resource (including P&P reserves)
Impressive silver
production growth once Navidad is developed
• Production
targeted to grow to +40 mm oz annually
Significant
exploration potential at Navidad and AQI’s other properties
Value
for Pan American Shareholders
15
Loma
de La Plata Zone - Estimated
Preliminary Economic Assessment Results
Near-surface,
high-grade silver zone suitable for open pit mining
Silver
resources(2)
• Indicated - 29.1 M
tonnes @ average 169 g/t (158M contained oz)
• Inferred - 1.3 M
tonnes @ average 76 g/t (3M contained oz)
Pre-production
capital expenditures estimated to be $272.6 million
Processing plant of
10,000 tpd (expandable to include ore from other zones)
80% silver
recoveries using simple, single-product conventional flotation
Expected to produce
a highly desirable, high grade Ag concentrate (approx. 50
kg Ag per tonne) - high concentration ratio reduces smelter charges per oz
kg Ag per tonne) - high concentration ratio reduces smelter charges per oz
Average annual
silver production 15M oz (peak in year one up to 23M oz)
(1)
NI 43-101 PEA prepared by Snowden, October 2008. Price Assumptions Ag:
US$12.52/oz; Cu: US$ 7,110/tonne. See “Cautionary Note to All Investors
Concerning Economic
Assessments that Include Inferred Resources”.
Assessments that Include Inferred Resources”.
(2)
NI 43-101Technical Report prepared by Snowden, amended June 2009
Navidad
(1)
16
Barite
Hill Zone
Near surface deposit
amenable to open pit mining methods
Indicated
resource(2) - 7.7
M tonnes@ average 153 g/t (38 M contained oz)
Metallurgical test
work indicates high-silver grade bulk flotation concentrate can
be produced
be produced
Valle
Esperanza Zone
Near surface deposit
amenable to open pit mining methods
Indicated
resource(2) - 12.2
M tonnes @ average 172 g/t (68 M contained oz)
Metallurgical test
work indicates high-silver grade bulk flotation concentrate can
be produced
be produced
(1)
NI 43-101 PEA prepared by Snowden, October 2008. Price Assumptions Ag:
US$12.52/oz; Cu: US$ 7,110/tonne
(2)
NI 43-101Technical Report prepared by Snowden, amended June 2009
Navidad
(Cont’d) (1)
17
PAA has recently
developed the Manantial Espejo mine in Argentina
PAA was awarded -
“Mining Company of the Year in Argentina” on the strength
of its community, employee and government relations as well as its exemplary
safety record
of its community, employee and government relations as well as its exemplary
safety record
PAA is well aware of
the current mining laws in Chubut and equally aware of the
Province’s changing attitudes relative to mine development
Province’s changing attitudes relative to mine development
PAA is positive that
it can demonstrate to all interested parties in the province of
Chubut the benefits of responsible mining
Chubut the benefits of responsible mining
PAA
is confident that by working
closely and pro-actively with the Provincial
government and the local communities that Navidad can be developed
government and the local communities that Navidad can be developed
Political
Perspective
18
For
AQI Shareholders
• Significant upfront
premium to current price
• Opportunity to
participate in PAA’s future upside
• Development and
operation of Navidad by PAA’s experienced team
• Immediate access to
PAA market liquidity
For
PAA Shareholders
• PAA will incorporate
another world-class asset to its development pipeline
• Immediate positive
effect on NAV per share and resources per share
• Immediate silver
M&I resource growth (208%, including P&P reserves) and
gold M&I resource growth (99%, including P&P reserves)
gold M&I resource growth (99%, including P&P reserves)
• Increased
geographical diversification within Latin America
• Further exploration
potential
PAA
+ AQI - A
Win/Win Combination
19
Endnotes
and Cautionary Statements
• For full transaction
terms and conditions, refer to Pan American Silver’s Take-over Bid Circular,
which will be filed shortly and available at www.sedar.com
and www.panamericansilver.com
and www.panamericansilver.com
• Michael Steinmann,
P.Geo. Executive Vice President, Geology and Exploration of PAA and Martin
Wafforn, P. Eng., Vice President, Technical Services
of PAA are the “qualified persons” within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) who
supervised the preparation of the scientific and technical information of PAA included in this investor presentation. Incremental additions to PAA’s mineral
resources expected to result from a successful acquisition of AQI by PAA are based solely on scientific and technical information provided by AQUILINE.
For more information on PAA’s projects, readers should refer to the PAA’s Annual Information Form for the year ended December 31, 2008, dated March
31, 2009 and the technical reports referenced therein and PAA’s Annual Report for the year ended December 31, 2008, each of which is available on
SEDAR at www.sedar.com.
of PAA are the “qualified persons” within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) who
supervised the preparation of the scientific and technical information of PAA included in this investor presentation. Incremental additions to PAA’s mineral
resources expected to result from a successful acquisition of AQI by PAA are based solely on scientific and technical information provided by AQUILINE.
For more information on PAA’s projects, readers should refer to the PAA’s Annual Information Form for the year ended December 31, 2008, dated March
31, 2009 and the technical reports referenced therein and PAA’s Annual Report for the year ended December 31, 2008, each of which is available on
SEDAR at www.sedar.com.
• Peter Myers, B.E.
(Min)(Hons), MAusIMM, of Snowden Mining Industry Consultants (“Snowden”), Pamela
De Mark, BSc (App Geo), MAusIMM. of
Snowden and John A. Wells, BSc (Hons), MBA, MCIMM, FSAIMM, Independent Metallurgical Consultant are the independent “qualified persons” within
the meaning of NI 43-101 who supervised the preparation of the scientific and technical information of AQI’s Navidad project included in this investor
presentation. Doug Roy, M.A.Sc., P.Eng., an Associate Mining Engineer with Caracle Creek International Consulting Inc. is the independent “qualified
person” within the meaning of NI 43-101 who supervised the preparation of the scientific and technical information of AQI’s Pico Machay project included
in this investor presentation. Eugene Puritch, P.Eng., of P&E Mining Consultants Inc. and B. Terrence Hennessey, P.Geo. of Micon International Limited
are the independent “qualified persons” within the meaning of NI 43-101 who supervised the preparation of the scientific and technical information of
AQI’s Calcatreu project included in this investor presentation.
Snowden and John A. Wells, BSc (Hons), MBA, MCIMM, FSAIMM, Independent Metallurgical Consultant are the independent “qualified persons” within
the meaning of NI 43-101 who supervised the preparation of the scientific and technical information of AQI’s Navidad project included in this investor
presentation. Doug Roy, M.A.Sc., P.Eng., an Associate Mining Engineer with Caracle Creek International Consulting Inc. is the independent “qualified
person” within the meaning of NI 43-101 who supervised the preparation of the scientific and technical information of AQI’s Pico Machay project included
in this investor presentation. Eugene Puritch, P.Eng., of P&E Mining Consultants Inc. and B. Terrence Hennessey, P.Geo. of Micon International Limited
are the independent “qualified persons” within the meaning of NI 43-101 who supervised the preparation of the scientific and technical information of
AQI’s Calcatreu project included in this investor presentation.
• For more information
on AQI’s projects, readers should refer to the following documents:
(i) Aquiline
Resources Inc.’s Annual Information Form for the year ended December 31, 2008
and dated March 30, 2008 and the technical reports
referenced therein;
referenced therein;
(ii) technical
report entitled “AQUILINE Resources Inc.: Navidad Project, Chubut Province,
Argentina” dated May 2009, as amended June 2009;
(iii) Aquiline
Resources Inc.’s press release dated October 13, 2009; and
(iv) Aquiline
Resources Inc.’s Annual Report (amended) for the year ended December 31,
2008;
each of which is
available on SEDAR at www.sedar.com.
ADDITIONAL
INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
• In connection with
the proposed transaction, PAA will file relevant materials with the SEC,
including one or more registration statements that contain a
prospectus. Investors and security holders are urged to read these documents (if and when they become available) and any other relevant documents
filed by PAA with the SEC, as well as any amendments or supplements to this documents because they will contain important information. Investors and
security holders may obtain these documents free of charge at the SEC's website at www.sec.gov. In addition, the documents filed with the SEC by PAA
may be obtained free of charge by directing such request to: Kettina Cordero, telephone: (604) 687-1175 or from PAA’s website at
www.panamericansilver.com. Such documents are not currently available. Investors and security holders are urged to read the prospectus and the other
relevant materials when they become available before making any investment decision with respect to the proposed transaction. Security holders who
have questions about the Transaction can also contact Kingsdale Shareholder Services ("Kingsdale") at 1-888-518-6824. Kingsdale has been retained by
Partridge to act as Information Agent for the Transaction.
prospectus. Investors and security holders are urged to read these documents (if and when they become available) and any other relevant documents
filed by PAA with the SEC, as well as any amendments or supplements to this documents because they will contain important information. Investors and
security holders may obtain these documents free of charge at the SEC's website at www.sec.gov. In addition, the documents filed with the SEC by PAA
may be obtained free of charge by directing such request to: Kettina Cordero, telephone: (604) 687-1175 or from PAA’s website at
www.panamericansilver.com. Such documents are not currently available. Investors and security holders are urged to read the prospectus and the other
relevant materials when they become available before making any investment decision with respect to the proposed transaction. Security holders who
have questions about the Transaction can also contact Kingsdale Shareholder Services ("Kingsdale") at 1-888-518-6824. Kingsdale has been retained by
Partridge to act as Information Agent for the Transaction.
• This communication
shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
20
(1)
Navidad based on June 2009 NI 43-101 Technical Report prepared by
Snowden.
(2)
Calcatreu NI 43-101 resources based on results of 22-Apr-2008 Mineral Resource
Update prepared by Micon International Limited.
(3)
Pico Machay resources presented on a 100% basis as per press release of Aquiline
Resources Inc. dated 13-Oct-2009.
Appendix:
Aquiline Resources
21
Note: Pan
American Silver Corp. reserves and resources as of 31-Dec-2008 as per 2008
AIF
Appendix:
Pan American Silver Resources