6-K 1 a2093317z6-k.txt FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of October 2002. REPADRE CAPITAL CORPORATION (Name of Registrant) 130 Adelaide Street West, Suite 2520, Toronto, ON, Canada, M5H 3P5 (Address of principal executive offices) OCTOBER 28, 2002 PRESS RELEASE: IAMGOLD, REPADRE ANNOUNCE BUSINESS COMBINATION OCTOBER 31, 2002 PRESS RELEASE: REPADRE REPORTS TARKWA & DAMANG RESERVES & RESOURCES Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F /X/ Form 40-F --- --- Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934. Yes No /X/ --- --- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized. REPADRE CAPITAL CORPORATION -- SEC FILE NO. 0-12793 (Registrant) Date: November 8, 2002 By: /s/ Grant A. Edey ----------------------------------------------- Grant A. Edey, Secretary [KING OF GOLD LOGO] [REPADRE LOGO] ------------------------------------ ------------------------------------ TSX TRADING SYMBOL: IMG TSX TRADING SYMBOL: RPD 52 WEEK TRADING 52 WEEK TRADING RANGE: CDN $3.20-$8.75 RANGE: CDN $3.47-$9.31 TOTAL SHARES TOTAL SHARES OUTSTANDING: 78,555,722 OUTSTANDING: 39,306,667 FULLY DILUTED: 83,743,859 FULLY DILUTED: 41,056,667 ------------------------------------ ------------------------------------ FOR IMMEDIATE RELEASE: OCTOBER 28, 2002 NO. NEW/01 IAMGOLD, REPADRE ANNOUNCE BUSINESS COMBINATION =============================================================================== MARKHAM AND TORONTO, ONTARIO, CANADA, OCTOBER 28, 2002 - IAMGOLD CORPORATION ("IAMGOLD"--TSX:IMG) AND REPADRE CAPITAL CORPORATION ("REPADRE"--TSX:RPD). The respective Boards of Directors of IAMGOLD and Repadre are pleased to announce that they have unanimously approved the proposed business combination of the two companies. This merger will create one of the strongest intermediate gold producers in the industry. The combined company has a common vision of providing shareholders with significant gold leverage at low-risk through a non-operating strategy. After the merger, IAMGOLD will offer investors exceptional value based on a unique combination of quality, long-life assets, sound financial strength and an excellent growth profile. Post-transaction IAMGOLD will include: / / Annual gold production of 450,000 ounces from four operations / / Combined cash costs of US$180/oz of gold / / Reserves in excess of 3.4 million ounces of gold / / Additional measured and indicated resources of some 2 million ounces of gold / / World class operating partners: AngloGold Ltd. and Gold Fields Limited / / Long-life assets / / Discretionary bullion/cash of US$60 million / / Attributable bullion/cash of US$80 million / / Expected annual cash flow in excess of US$40 million / / No corporate debt / / A market capitalization of Cdn$800 million / / A strong management team with a proven record for creating value / / A broad portfolio of development, exploration and royalty assets SUMMARY OF COMBINATION TERMS: The consolidation of the companies will be achieved by a Plan of Arrangement, whereby Repadre shareholders will receive 1.6 IAMGOLD shares for each Repadre share, with IAMGOLD as the continuing company. The exchange ratio implies a price of $8.48 Cdn for each Repadre share, based on the closing market price of both TSX-listed company's shares on Friday October 25, 2002. TERMS OF THE AGREEMENT: / / Due diligence completion date: November 29, 2002. / / Repadre Special Meeting of Shareholders expected January 2003. Latest completion date: February 28, 2003. / / Support arrangements have been secured with Dundee Bancorp. Inc. (16.6% Repadre shareholder) and IAMGOLD Co-Chairmen (26.2% combined shareholders) / / Reciprocal break fees of C$5 million / / Fairness opinions to be provided to the respective Boards of Directors of IAMGOLD and Repadre. / / The IAMGOLD Board of Directors will increase to nine directors, including three directors from the current Repadre Board. / / The IAMGOLD management team will include the appointment of Joseph Conway (Repadre) to President and CEO of IAMGOLD. William Pugliese and Mark Nathanson, will continue as Co-Chairmen of the Board of Directors of IAMGOLD and Todd Bruce will continue as Chief Operating Officer of IAMGOLD. Completion of the combination of the two companies is subject to, among other things, receipt of all regulatory approvals. IAMGOLD Co-Chairman and CEO, Bill Pugliese is joined by IAMGOLD Co-Chairman and Director Mark Nathanson in stating: "This is a very exciting step forward for our Company. We strongly believe that this combination is logical given the similar strategies of the two companies. The combined management team will possess the strength and technical skills to continue making sound acquisitions in order to maintain the Company's strategy for growth and to be effective partners in mining operations." Joseph Conway, the current President and CEO to Repadre, said: "Repadre's Board and management share Bill and Mark's enthusiasm. We believe that this is a win-win scenario for all shareholders. While both companies have significant strengths on a stand-alone basis, the combination creates an investment vehicle with a production base comparable to any leading mid-tier gold producer. In addition, with US$60 million of uncommitted cash, strong cash flow growth, and little or no capital requirements, the combined management teams will be able to drive the company forward. We are confident the merged company will also attract new investors due to the enhanced profile within the global gold industry." 2 CONFERENCE CALL/WEBCAST DETAILS: A Conference Call and simultaneous webcast will take place at 10:30 am Eastern Time on October 29, 2002. The simultaneous webcast of the call and presentation may be accessed via IAMGOLD's website at www.iamgold.com or Repadre's website at www.repadre.com. If you wish to take part in the audio portion of the conference call, please contact the following numbers 416-640-4127 and toll free 1-877-823-6611 at 10:15 am Eastern Time. For further information regarding the conference call and simultaneous webcast, please contact IAMGOLD's Investor Relations Department at one of the numbers listed below. Disclaimer: Some of the statements contained in this press release may be forward-looking statements, such as estimates and statements that describe IAMGOLD's future plans, objectives or goals. Since forward-looking statements address future events and conditions by their very nature, they involve inherent risks and uncertainties. There can be no assurance that such statement will prove to be accurate. FOR FURTHER INFORMATION CONTACT ONE OF THE FOLLOWING INDIVIDUALS: TODD BRUCE, PRESIDENT AND CHIEF OPERATING OFFICER IAMGOLD CORPORATION JOSEPH CONWAY, CEO & PRESIDENT, REPADRE CAPITAL CORPORATION GRANT EDEY, CHIEF FINANCIAL OFFICER, REPADRE CAPITAL CORPORATION LARRY PHILLIPS, VICE-PRESIDENT CORPORATE DEVELOPMENT, IAMGOLD CORPORATION JOANNE C. JOBIN, DIRECTOR OR INVESTOR RELATIONS, IAMGOLD CORPORATION IAMGOLD: TEL: 905 477 4420 FX: 905 477 4426 N.A.TOLL FREE: 1 888 IMG 9999 REPADRE: TEL: 416 365 8090 FX: 416 365 8065 PLEASE NOTE: THIS ENTIRE PRESS RELEASE MAY BE ACCESSED VIA FAX, E-MAIL, IAMGOLD'S WEBSITE AT WWW.IAMGOLD.COM OR REPADRE'S WEBSITE AT WWW.REPADRE.COM AND THROUGH CANADA NEWSWIRE'S WEBSITE AT WWW.NEWSWIRE.CA ALL MATERIAL INFORMATION ON IAMGOLD AND REPADRE CAN BE FOUND AT WWW.SEDAR.COM CONFERENCE CALL/WEBCAST DETAILS: THERE WILL BE A SIMULTANEOUS WEBCAST/CONFERENCE CALL HELD ON OCTOBER 29, 2002, 10:30 AM EASTERN TIME. IF YOU WOULD LIKE TO PARTICIPATE, PLEASE CONTACT 416 640 4127 OR TOLL FREE AT 1 877 823 6611. THE PRESENTATION WILL BE AVAILABLE ON BOTH IAMGOLD AND REPADRE WEBSITES AT THE ABOVE-NOTED ADDRESSES. 3 PRESS RELEASE - OCTOBER 31, 2002 REPADRE REPORTS TARKWA & DAMANG RESERVES & RESOURCES SYMBOL RPD - TORONTO Toronto, ON - Repadre Capital Corporation (RPD:TSX) is pleased to provide mineral reserve and resource information related to its 18.9% interest in the Tarkwa and Damang mines in Ghana. The tables provided below are derived from the annual report of Gold Fields Limited (headquartered in South Africa) which was released yesterday. Gold Fields, the operator of the Tarkwa and Damang mines, reports the mineral resources and reserves according to the South African Code for Reporting Mineral Resources and Reserves (SAMREC Code). The reserves and resources are estimated as at June 30, 2002. Reserves have been calculated using a gold price of US$285 per ounce. Gold price sensitivities are also included. TARKWA - 100% BASIS MINERAL RESERVES AND STOCKPILES

* Tarkwa reserves based on heap leach, mill and owner mining costs. + Open cut MINERAL RESERVE SENSITIVITY TO GOLD PRICE

MINERAL RESOURCES AND STOCKPILES

* Includes 26.9 million tonnes of shallow underground Indicated Mineral Resource at 2.0g/t cut-off (2.7 million ounces) ** Includes 43.7 million tonnes of shallow underground Indicated Mineral Resource at 2.0g/t cut-off (4.4 million ounces) + Open cut and shallow underground The above mineral resources for 2002 have been constrained using a pit shell designed at a gold price of US$325 per ounce which was not done for the resources under the 2001 column. To encapsulate the shallow underground potential, mineralised zones below the pit shells and above a 2g/t cut-off have been classified and included within the Indicated and Inferred Mineral Resource categories. In addition, for 2002, individual resources categories are now defined using confidence limits. The fiscal 2001 resource study concluded that there is an historical, positive discrepancy of 14 per cent on tonnage and 4 per cent on grade when reconciling the resource model and mining production since the inception of surface mining at Tarkwa. These factors have not been used in the derivation of the present Mineral Resource. DAMANG - 100% BASIS MINERAL RESERVES AND STOCKPILES

+ Open cut MINERAL RESERVE SENSITIVITY TO GOLD PRICE 2

MINERAL RESOURCES AND STOCKPILES

+ Open cut For Damang, apart from the constraint on the resource model, no significant changes have been made to the underlying assumptions that govern the reserve base. The Mineral Resource and Reserve figures for fiscal 2001 are quoted at June 2001 and are in accordance with the terms and definitions used by Ranger Minerals Ltd. SOME OF THE STATEMENTS CONTAINED IN THIS RELEASE MAY BE FORWARD-LOOKING STATEMENTS, SUCH AS ESTIMATES AND STATEMENTS THAT DESCRIBE REPADRE'S FUTURE PLANS, OBJECTIVES OR GOALS. SINCE FORWARD-LOOKING STATEMENTS ADDRESS FUTURE EVENTS AND CONDITIONS, BY THEIR VERY NATURE, THEY INVOLVE INHERENT RISKS AND UNCERTAINTIES. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE ACCURATE AND THAT ACTUAL RESULTS AND FUTURE EVENTS IN EACH CASE COULD DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED IN SUCH STATEMENTS BY REASON OF SUCH FACTORS AS, BUT NOT LIMITED TO, CHANGES IN GENERAL ECONOMIC AND MARKET CONDITIONS. - 30 - For further information contact: Joseph Conway President and CEO: 416-365-2430 Grant Edey VP, Finance & CFO: 416-365-5161 Website: www.repadre.com E-mail: info@repadre.com 3

REPADRE CAPITAL CORP 6-K