Category: Uncategorized
May 30, 2002

News Release: Proposes to Acquire AurionGold for A$4.51 per AurionGold Share in - All Stock Transaction

PLACER DOME INC ("PDG-TBHDNPX3")
Placer Dome announced a proposal to acquire all of the outstanding shares of AurionGold Limited ("AurionGold") (ASX: AOR), one of Australia's leading gold producers and joint venture partner with certain of Placer Dome's Australian subsidiaries in two key existing gold mining operations. The Offer

Placer Dome Asia Pacific Limited, a wholly owned subsidiary of Placer Dome, will offer AurionGold shareholders 17.5 Placer Dome shares per 100 AurionGold shares ("the Offer"). Based on the closing price of Placer Dome shares on the New York Stock Exchange ("NYSE") on 24 May 2002, the Offer implies a price of A$4.51 per AurionGold share. The Offer represents a premium of 30% to AurionGold's closing share price on the Australian Stock Exchange ("ASX") on 24 May 2002, the last trading day prior to announcement of Placer Dome's Offer. The Offer also represents a premium of 29% to AurionGold's one month weighted average share price on ASX to 24 May 2002. Placer Dome's Offer implies a value of approximately A$2.0 billion for AurionGold.

Pre-acceptance agreement

Harmony Gold Mining Company Limited ("Harmony") has endorsed the terms of the Offer by entering into a pre-acceptance agreement with Placer Dome whereby Harmony has agreed to accept Placer Dome's Offer for all of its 9.8% interest in AurionGold (subject to certain conditions). A copy of a press release by Harmony is included as Attachment A.

A Leading Global Gold Company

The merged group will be one of the leading global gold companies on various measures with a world-class diversified portfolio of high quality, long life, and low cost operations. The merged group will have:

- Interests in 17 operating mines on 4 continents, and significant land positions in world class gold mining regions within Western Australia (including the Kalgoorlie and Laverton regions), Nevada, Ontario and Witwatersrand;

- Production of 3.8 million ounces (pro forma based on year end 31 December 2001), making Placer Dome the 5th largest producer globally. Production of over 1.2 million ounces per annum (pro forma based on year end 31 December 2001) in Australia making Placer Dome the 2nd largest producer in the country;

- Cash costs of US$175 per ounce (pro forma based on year end 31 December 2001) making Placer Dome one of the lowest cost gold producers globally;

- A diversified portfolio with global coverage; and

- Contained gold mineral reserves and mineral resources base of the merged group (as of December 31, 2001) would comprise:



(Contained Proven and Measured and Indicated Inferred
Mineral
millions of Probable Mineral Mineral Resources Resources
ounces) Reserves (inclusive of reserves)(*)

Placer Dome 44.5 127.6 20.6

AurionGold 6.1 16.2 5.7

Total 50.6 143.8 26.3

(*) Note: In order to compare AurionGold's and Placer Dome's measured and indicated mineral resources, Placer Dome's mineral reserves have been added to their measured and indicated mineral resources in order to be consistent with AurionGold's disclosure which includes proved and probable ore reserves within measured and indicated mineral resources. Please refer to Attachment C which contains an important note to interpretation of mineral reserve and mineral resource information due to the differences in the way in which each of AurionGold's and Placer Dome's mineral reserves and mineral resources are reported.

Reasons to ACCEPT

The Placer Dome Board of Directors, which has unanimously approved the transaction, believes that the Offer is a compelling opportunity for AurionGold shareholders given:

- The attractive premium to AurionGold's pre-announcement share price which the implied value represents;

- The endorsement of the Offer terms by Harmony, one of AurionGold's major shareholders;

- The strong strategic rationale for the acquisition of AurionGold by Placer Dome, with the companies already joint venture partners at two of AurionGold's major assets, operated by Placer Dome. AurionGold shareholders also have the opportunity to share in the resulting synergies which Placer Dome expects to realise over time of at least US$25 million in annual post tax synergies resulting from the combination of Placer Dome's and AurionGold's business activities; and

- AurionGold's shareholders will participate in a larger, more liquid company better placed to compete in the global gold industry.

Jay Taylor, President and Chief Executive Officer of Placer Dome, said: "Placer Dome's acquisition of AurionGold is a compelling strategic transaction offering significant value and upside to the shareholders of both companies. Our Offer provides a substantial premium to AurionGold shareholders in Placer Dome's highly liquid and widely held stock and ownership in one of the world's largest and most successful gold companies with a large resource and reserve base and one of the lowest cost structures in the industry. AurionGold's shareholders will benefit from Placer Dome's operational expertise and share in the exciting upside of the merged group."

Jay Taylor added, "The acquisition of AurionGold is consistent with Placer Dome's operationally focused strategy of owning and efficiently managing world class gold assets, and simplifies and streamlines our ownership of existing assets in the region. AurionGold's asset base and exploration projects in the gold-rich Eastern Goldfields region fit well within Placer Dome's global gold mining portfolio. We believe that the enlarged Placer Dome will realise significant synergies in the areas of operation, administration, exploration and financing and will benefit from consolidation of our existing interests in the Granny Smith and Porgera mining projects."

"Placer Dome has a long and successful history of operating in the Australian mining industry and has been a significant explorer and producer in this region for 70 years. The addition of the AurionGold assets - which we know well - increases our presence and commitment to the region. The acquisition will provide AurionGold shareholders with the opportunity to participate in a leading global gold group while at the same time maintaining their interest in a number of key Australian gold operations," said Jay Taylor.

Offer conditions

The Offer will be subject to conditions, including Placer Dome Asia Pacific Limited acquiring at least 50.1% of the outstanding AurionGold shares and the Offer receiving Australian Foreign Investment Review Board approval. The conditions are summarised in Attachment B. The Offer will not require compliance with the U.S. tender offer rules or registration requirements.

Offer timing

An offer document ("Bidder's Statement"), which outlines the Offer in detail, will be lodged with the Australian Securities and Investments Commission and served on AurionGold today. Placer Dome intends to dispatch the Bidder's Statement to AurionGold's shareholders in approximately two weeks time and the Offer will subsequently remain open for a minimum of a month.

About Placer Dome

Placer Dome is North America's third largest gold mining company by market capitalisation and is one of the largest gold miners in the world in terms of annual production. Placer Dome's share of gold production from its operations for 2001 was approximately 2.8 million ounces at a cash cost of US$177 per ounce.

Placer Dome is listed on the NYSE, Toronto Stock Exchange, ASX, Euronext Paris, Swiss Exchange and International Depository Receipts representing its common shares are listed on the Euronext Brussels. As at 24 May 2002, Placer Dome had 330 million shares on issue and a closing price of US$14.27 per share on the NYSE at that date gave the company a market capitalisation of US$4.7 billion.

As at 31 December 2001, Placer Dome had total assets of approximately US$2.7 billion and cash flow from operations for 2001 of approximately US$364 million.

Placer Dome management believes this transaction will be accretive for Placer Dome on a net asset value per share and cashflow per share basis.

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