Sacre-Coeur Minerals Executes Agreement for Its Acquisition by Severstal

SACRE-COEUR MINERALS, LTD. ('Sacre-Coeur?) as well as SEVERSTAL
GOLD N.V. (the 'Purchaser?) and SEVERSTAL GOLD LLC
('Severstal Gold?), affiliates of OAO Severstal (LSE: SVST; RT: CHMF),
are pleased to announce that they have entered into a binding agreement
(the 'Agreement?) for the Purchaser to purchase all of the outstanding
common shares of Sacre-Coeur not currently owned by the Purchaser and
its affiliates for cash consideration of CAD$1.60 per share and for the
Purchaser to also purchase for cash all of the outstanding warrants and
all of the outstanding options (vested and not yet vested) of
Sacre-Coeur for a cash payment equal to the difference between CAD$1.60
and the exercise price of the respective warrant or option (the
'Transaction?). The purchase price represents an 88% premium over
Sacre-Coeur′s average closing price for the 20 trading days on the TSX
Venture Exchange preceding Sacre-Coeur′s related press release of
September 8, 2010. The Purchaser has represented that the cash
consideration payable to securityholders of Sacre-Coeur is in place and
accordingly there is no financing condition to closing of the
Transaction. The Board of Directors of Sacre-Coeur has approved the
Transaction. Union Securities Ltd. has agreed to furnish a fairness
opinion in connection with the Transaction.
The Transaction is subject to successful completion of due diligence.
Sacre-Coeur has agreed not to solicit or accept any competing offer,
except in certain circumstances. If the Transaction is not completed
under certain of these circumstances, Sacre-Coeur has agreed to pay to
the Purchaser a termination fee of CAD$2.75 million. Sacre-Coeur has
also provided the Purchaser with certain customary rights, including a
right to match competing offers.
The Transaction will be structured as a plan of arrangement under the Canada
Business Corporations Act and is subject to customary closing
conditions, including receipt of all necessary court and regulatory
approvals. The Transaction is also subject to the approval of not less
than 66 2/3% of the votes present in person or by proxy at a special
meeting of the shareholders of Sacre-Coeur to be called to approve the
Transaction. Irwin A. Olian, Jr., Sacre-Coeur′s principal shareholder,
has executed a voting agreement in favour of the Purchaser, pursuant to
which he has agreed to support the Transaction. The special meeting is
expected to be held in November 2010 and the Transaction is expected to
close within three business days after the meeting.
Morgan Stanley & Company Limited and Cassels Brock & Blackwell LLP
are acting as the financial and legal advisors to the Purchaser and
Severstal Gold on this transaction. Fasken Martineau DuMoulin LLP
is acting as the legal advisor to Sacre-Coeur.
According to Irwin Olian, Chairman of Sacre-Coeur, 'We view this
transaction as highly beneficial to the shareholders of Sacre-Coeur as
it provides them with liquidity at a reasonable valuation in this
difficult financial environment and rewards them for their financial
support of Sacre-Coeur. At the same time, Severstal Gold and its
affiliates are highly experienced in international mining operations and
have access to the relatively large financial and technical resources
that may be required to bring Sacre-Coeur′s Guyanese projects to
fruition. Thus, the Transaction is likely to enhance future prospects
for successful commercial mining operations at Million Mountain and
elsewhere in Guyana, with strong benefits to the people and economy of
Guyana. This suggests the Transaction will be a win-win for all
concerned.?
'We believe that with its portfolio of exploration assets in Guyana,
Sacre-Coeur provides an excellent entry point into South America for
Severstal Gold,? said Nikolai Zelenski, CEO of Severstal Gold.
About Sacre-Coeur
Sacre-Coeur is engaged in the acquisition, exploration and development
of properties for the potential mining of gold, metals and diamonds in
South America, initially focusing on exploration for gold on its
properties in Guyana. Sacre-Coeur presently has an interest in
approximately 1000 sq. km of mineral properties in Guyana, including the
Million Mountain Property. Sacre-Coeur has offices in Vancouver, Canada
and Georgetown, Guyana. More information about Sacre-Coeur is available
at (www.scminerals.com).
About Severstal
OAO Severstal is one of the world′s leading integrated steel and mining
companies with listings in Russia and on the London Stock Exchange.
Incorporated in 1993, the company focuses on high value added and unique
niche products. Its main steel-making assets are in Russia, the United
States and Europe. In 2009, Severstal produced 16.7 million tonnes
of steel. Severstal Gold was established in 2007 and now includes
a number of gold mining assets and gold exploration fields in Russia,
Kazakhstan, Burkina Faso and Guinea.
Forward Looking Statements
Certain statements herein constitute forward-looking statements or
forward-looking information within the meaning of applicable securities
legislation, including the statements or information about the
Transaction.Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements of Sacre-Coeur to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements or information.
With respect to forward-looking statements and information contained
herein, we have made numerous assumptions including among other things,
assumptions of our ability to close the Transaction. Although our
management believes that the assumptions made and the expectations
represented by such statements or information are reasonable, there can
be no assurance that a forward-looking statement or information herein
will prove to be accurate.Forward-looking statements and
information by their nature are based on assumptions and involve known
and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or
information.Such risks and uncertainties include risks and
uncertainties involved in satisfying the conditions to close the
Transaction.
There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements.Accordingly, readers should not place undue reliance on
forward-looking statements or information.All forward-looking
statements and information made herein, are qualified by this cautionary
statement.
ON BEHALF OF THE BOARD OF DIRECTORS OF
SACRE-COEUR
MINERALS, LTD.
'Irwin Olian?
Irwin
Olian
Chairman
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Sacre-Coeur
Gregory B. Sparks, 604-899-0100
President
& CEO
Fax: 604-899-0200
greg@scminerals.com
or
Irwin
Olian, 604-899-0100
Chairman
Fax: 604-899-0200
tigertail@scminerals.com
or
Scott
Young, 604-899-0100
Corporate Communications
Cellular:
705-888-2756
Fax: 604-899-0200
scott@scminerals.com
or
Severstal
OAO
Severstal
Sergey Loktionov, +7 495 9810910 ext. 6446
Public
Relations
sergey.loktionov@severstal.com
or
Morgan
Stanley International, plc
Peter Bacchus, +44 20 7425-4669
Managing
Director and International Head, Mining & Metals
peter.bacchus@morganstanley.com
or
Morgan
Stanley International, plc
Vladimir Samarin, +44 20 7425-4361
Vice
President
Vladimir.samarin@morganstanley.com