Filed
by Pan American Silver Corp.
pursuant
to Rule 425 under the Securities Act of 1933
Commission File No. 333-162778
Subject
Company: Aquiline Resources Inc.
Commission File No. N/A.
Pan
American Silver Increases
Ownership
of Aquiline Resources to 92.4%
Extended
Offers Have Expired
Vancouver, British Columbia –
December 22, 2009 – Pan American Silver Corp.
(“Pan American”) (TSX:PAA; NASDAQ:PAAS) is pleased to announce that it has been
advised by Kingsdale Shareholder Services Inc. (the “Kingsdale”) that an
additional 5,403,461 common shares (the
“Aquiline Shares”) of Aquiline Resources Inc. (“Aquiline”) (TSX:AQI) have been
deposited to Pan American’s extended offer to acquire all of the issued and
outstanding Aquiline Shares (the “Share Offer”) (representing approximately 6.7%
of the Aquiline Shares issued and outstanding as of December 22,
2009). Together with the Aquiline Shares owned by Pan American prior
to the making of the Share Offer, Pan American, following the take up of
Aquiline Shares deposited to the Share Offer to date, owns 74,270,417 Aquiline
Shares, representing approximately 92.4% of the Aquiline Shares issued and
outstanding as at December 22, 2009.
In
addition, Pan American has been advised by Kingsdale that an additional 206,366
of Aquiline’s February 2008 series of common share purchase warrants and
Aquiline’s outstanding convertible debenture have been deposited to Pan
American’s offers to acquire each outstanding series of Aquiline’s common share
purchase warrants (the “Aquiline Warrants”) and the Aquiline convertible
debenture (together with the Share Offer, the “Offers”). As a
consequence, Pan American now owns 100% of the outstanding Aquiline Warrants
issued in October 2008 and 86.9% of the outstanding Aquiline Warrants issued in
February 2008.
All of
the conditions to the Offers have been satisfied and, accordingly, Pan American
has taken up all Aquiline Securities deposited to the Offers. The
Offers expired in accordance with their terms at 9:00 pm (Eastern time) on
December 22, 2009.
Since
the Share Offer has been accepted by the holders of more than 90% of the
Aquiline Shares, Pan American intends to exercise its right to acquire the
remaining approximately 6,094,955 outstanding Aquiline Shares pursuant to a
compulsory acquisition under the Business Corporations Act
(Ontario). Pan American expects to complete the compulsory
acquisition within the next 90 days.
About
Pan American
Pan
American’s mission is to be the world’s largest and lowest cost primary silver
mining company by increasing its low cost silver production and silver reserves.
The Company has eight operating mines in Mexico, Peru, Argentina and
Bolivia.
About
Aquiline
Aquiline
is an exploration and development company advancing one of the world’s largest
undeveloped silver deposits (Navidad), as well as a gold/silver deposit
(Calcatreu), both of which are situated in southern Argentina, as well as a gold
deposit in Peru (Pico Machay).
Information
Contact
Pan
American Silver Corp.
(604)
684-1175
www.panamericansilver.com
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Aquiline
Resources Inc.
(416)
599-4133
www.aquiline.com
Additional
Information About The Transaction And Where To Find It
In
connection with the proposed transaction, Pan American has filed a registration
statement on Form F-80 with the United States Securities and Exchange Commission
(the “SEC”), including the take-over bid circular (which constitutes the
“prospectus” for U.S. federal securities law purposes), letters of transmittal,
notice of guaranteed delivery and other information relating to the Offers,
including a notice of variation and extension filed on an Amendment No. 1 to the
Form F-80. Investors and security holders are urged to read these
documents and any other relevant documents filed by Pan American with the SEC,
as well as any amendments or supplements to these 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 Pan American may be obtained free
of charge by directing such request to: Kingsdale Shareholder Services at
1-888-518-6824 or from Pan American's website at
www.panamericansilver.com. Investors and security holders are urged
to read these documents before making any investment decision with respect to
the proposed transaction. Security holders who have questions about
the Offers can also contact Kingsdale. Kingsdale has been retained by
Pan American to act as Information Agent for the Offers.
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.
Cautionary
Note Regarding Forward-Looking Statements
Certain
of the statements and information in this news release 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,
Aquiline and their respective operations. All statements, other than
statements of historical fact, are forward looking statements. These
forward looking statements or information relate to, among other things: the
prospects for the compulsory acquisition of the remaining Aquiline Shares that
are not owned by Pan American. These statements reflect the current
views of Pan American with respect to future events and are necessarily based
upon a number of assumptions and estimates that, while considered reasonable by
Pan American 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 news release and Pan American
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 Argentine peso, Peruvian sol, Mexican peso and
Bolivian boliviano versus the U.S. dollar); risks related to the technological
and operational nature of Pan American and Aquiline’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, Argentina, Mexico, Peru, Bolivia or other countries where Pan
American and Aquiline 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
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presented
to, or pursued by Pan American or Aquiline; Pan American’s ability to complete
and successfully integrate acquisitions; challenges to Pan American’s or
Aquiline’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
captions "Business Combination Risks" in the take-over bid circular and “Risks
Related to Pan American’s Business” in Pan American’s most recent Form 40-F and
annual information form filed with the SEC and Canadian provincial securities
regulatory authorities and those factors identified under the caption
“description of business - risk factors” in Aquiline’s annual information form
filed with certain Canadian provincial securities regulatory authorities and
elsewhere in Aquiline documents filed from time to time with applicable
regulatory authorities. Investors are cautioned against attributing undue
certainty or reliance on forward-looking statements. Although Pan
American has 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. Pan American
does not intend, and does 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.
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