Blue Pearl Mining Acquires Thompson Creek Metals for US$575M

On October 26, 2006, Blue Pearl Mining Ltd., headquartered in Toronto, completed its acquisition of Thompson Creek Metals Company, a privately owned, integrated North American molybdenum producer with two operating mines, concentrators and a metallurgical facility. The transaction transformed Blue Pearl Mining into the world's largest publicly traded mining company that produces only molybdenum.

The purchase price of the acquisition was US$575 million, with additional payments of up to US$125 million, contingent on future molybdenum prices. Blue Pearl Mining funded the acquisition and related transaction costs through a C$230 million public equity offering, a US$400 million term debt facility and a US$35 million sale of equity to one of the vendors of Thompson Creek Metals.

The equity offering was co-led by GMP Securities L.P. and UBS Securities Canada Inc., and included Canaccord Capital Corporation, Orion Securities Inc., Blackmont Capital Inc., Dundee Securities Corporation and Toll Cross Securities Inc.

Blue Pearl Mining was represented by Cassels Brock & Blackwell LLP with a team led by Paul Stein (M&A, securities and mining) that included Brian Dominique and Ann Watterworth (M&A and mining), Jennifer Traub (M&A, mining and securities), Sofia Tsakos, Leigh-Ann McGowan and Jay King (securities), Renate Herbst, Jason Arbuck and Tilly Gray (financial services), Lorne Saltman and Brennan Debbo (tax) and Mark Nicholson and Chris Hersh (competition) and by Shearman & Sterling LLP.

Thompson Creek Metals and its shareholders were represented by McDermott Will & Emery LLP with a team including Thomas Sauermilch, Paul Kim, Wendy Cassity, Adam Lelonek and Abigail Reed (M&A), David Hardy and Rachel Flamm (tax), Jeff Bates and Sylvia Kratky (environmental), Joel Grosberg and Carla Hine (antitrust) and Eric Reimer (finance) and by Goodmans with a Vancouver-based team that included Paul Goldman, Doug Bolton, Bruce Wright and Maria Davidson (corporate) and Jonathan Lampe (corporate) of Goodmans' Toronto office.

The agents on the equity offering were represented by Jay Goldman, Michael Herman and Albert Contardi of Goodman and Carr LLP. Credit facilities of US$410 million were arranged by UBS Securities LLC, represented in New York by Cahill Gordon & Reindel LLP with a team of Ann Makich, Athy Mobilia, Michael Wenzel and Tim Gallagher and in Canada by Blake, Cassels & Graydon LLP with a team of Ric McIvor (finance) and Ted Perlmutter and Greg Umbach (real estate).