TORONTO, ONTARIO -- (MARKET WIRE) -- 06/08/10 --
Iberian Minerals Corp. (TSX VENTURE: IZN) today announced that it will conduct, on a non-brokered basis, a private placement of 7% redeemeable convertible debentures due December 31, 2011 (the "Debentures") in the aggregate principal amount of approximately $3.5 million (the "Offering") to certain insiders of Iberian. The Debentures shall be convertible into registered shares of Iberian (the "Shares") at a conversion rate of $0.56 per share.
At any time after the closing of the offering and prior to the maturity date, if the volume weighted average price of the Shares on the TSX Venture Exchange for any consecutive 20 day period is equal to or greater than a 60% premium to the conversion rate, then Iberian shall have the right to accelerate the conversion of the Debentures upon delivery of written notice to the holders. The Debentures are unsecured, and the Offering is expected to close on or around June 15, 2010.
Jeffrey Hillis, Iberian's Chief Financial Officer, stated: "We are pleased to have addressed the previously reported 2010 corporate funding shortfall. Having reviewed various options that were presented to us, it was concluded that this transaction, being the least dilutive, is most advantageous for Iberian at the present time."
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), each insider subscription is a "related party transaction". Iberian is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscriptions in reliance on section 5.5(b) of MI 61-101 as no securities of Iberian are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock market or a stock exchange outside of Canada and the United States. Additionally, Iberian is exempt from obtaining minority shareholder approval in connection with the insider subscriptions in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the insider subscriptions does not exceed 25% of Iberian's market capitalization.
The Offering is subject to the approval of the TSX Venture Exchange.
For further information on the conference call, please contact the Investor Relations Department, or visit our website, www.iberianminerals.com.
About Iberian Minerals Corp.
Iberian Minerals Corp. is a Canadian listed global base metals company with interests in Spain and Peru. The Condestable Mine, located in Peru approximately 90 km south of Lima operates at 2.2 million tonnes per year producing copper, and associated silver and gold in a concentrate. The Aguas Tenidas Mine is in the Andalucia region of Spain approximately 110 km north-west of Seville and operates a 1.7 million tonnes per year underground mine and concentrator that produces copper, zinc and lead concentrates that also contain gold and silver. Plans are underway for a plant expansion resulting in a capacity of 2.2 Mtpa at Aguas Tenidas.
FORWARD LOOKING STATEMENTS:
This news release contains certain "forward-looking statements" and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward looking information may include, but is not limited to, statements with respect to the future financial or operating performances of the Corporation, its subsidiaries and their respective projects, the timing and amount of estimated future production, estimated costs of future production, capital, operating and exploration expenditures, the future price of copper, gold and zinc, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Corporation and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions and other risk factors discussed or referred to in the section entitled "Risk Factors" in the Corporation's annual information form dated March 29, 2010. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
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.
Contacts:
Iberian Minerals Corp.
Laura Sandilands
Investor Relations and Corporate Communications
416-815-8558
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