Not for distribution to United States newswire services or for
dissemination in the United States
TORONTO, Nov. 17, 2011 /CNW/ - Iberian Minerals Corp. ("Iberian")
(IZN:TSXV) announces that it has entered into an agreement (the
"Pre-Acquisition Agreement") with Trafigura Beheer B.V. ("Trafigura")
pursuant to which Trafigura has agreed, subject to the terms of the
Pre-Acquisition Agreement, to make an offer to purchase all outstanding
registered shares of Iberian (the "Iberian Shares") that it does not
already own by way of a take-over bid at a price of Cdn.$1.10 per
Iberian Share in cash (the "Offer").
After consulting with its financial and legal advisors and upon the
recommendation of a special committee comprised of the independent
directors of Iberian (the "Special Committee"), the Board of Directors
of Iberian entitled to vote on the matter has unanimously determined
that the Offer is fair, from a financial point of view, to the holders
of Iberian Shares and in the best interests of Iberian and its
shareholders and has agreed to recommend to shareholders that they
accept the Offer. Cormark Securities Inc. ("Cormark"), the financial
advisor to the Special Committee, has provided an opinion to the effect
that, as of the date of such opinion and based upon and subject to the
assumptions, limitations and qualifications stated in such opinion, the
consideration proposed to be paid to the holders of Iberian Shares
(other than Trafigura and its affiliates) pursuant to the Offer is fair
from a financial point of view to such shareholders.
Trafigura is Iberian's largest shareholder owning approximately 218.4
million Iberian Shares representing approximately 48.3% of the issued
and outstanding Iberian Shares. Accordingly, the Offer will be an
"insider bid" pursuant to Multilateral Instrument 61-101 and requires a
formal independent valuation to be completed. Cormark was retained by
the Special Committee to complete such valuation and has determined
that the Offer is within the range determined by such valuation. The
details of Cormark's valuation will be included in the take-over bid
circular to be mailed to Iberian's shareholders in respect of the
Offer.
The Special Committee, in its review of the Offer and determination to
recommend the Offer to shareholders, considered a number of factors,
including those listed below:
-
Significant Premium to Market - The Offer represents a 39% premium to yesterday's closing price of
the Iberian Shares on the TSX Venture Exchange and a 38% premium to the
20-day volume weighted average price for the 20-day period ending
yesterday;
-
Certainty of Cash - The consideration to be offered is 100% cash, which provides
shareholders with definite liquidity of their holdings in Iberian and
certainty of return, which are important considerations given the high
degree of equity market volatility currently being experienced;
-
Operational Update - The board of directors of Iberian met on November 16, 2011 to review
and approve 2012 budgets for Condestable and Aguas Tenidas. At Aguas
Tenidas, the 2012 budget calls for incremental non-discretionary
capital expenditures in the next four years, which were not previously
forecast, in order to sustain mining throughput at current levels and
to support ongoing mine development. In addition, recently completed
definition drilling and reserve modeling at Aguas Tenidas has resulted
in a revised interpretation of long-term copper and zinc grades that
are lower than previously modeled; and
-
Fairness Opinion - The opinion of Cormark to the Special Committee, dated November 16,
2011, as to the fairness of the consideration, from a financial point
of view, to the minority shareholders.
Concurrent with signing the Pre-Acquisition Agreement, Hedgehog Capital
LLC (Iberian's largest shareholder after Trafigura), Drakanea
Management Limited and Iberian's directors and key officers each
entered into a lock-up agreement pursuant to which each has agreed to
tender all Iberian Shares and all in-the-money securities held by them
in favour of the Offer. In total, approximately 17% of the Iberian
Shares, on a fully diluted basis, are subject to the lock-up agreement,
which, in addition to the Iberian Shares already owned by Trafigura,
represents approximately 59.2% of the Iberian Shares on a fully diluted
basis.
Pursuant to the Pre-Acquisition Agreement, Iberian may not solicit other
offers, but is entitled to consider any acquisition proposals made by
third parties to satisfy the Board of Directors' fiduciary duties. The
Pre-Acquisition Agreement also provides for, among other things,
customary provisions relating to the support of the Board of Directors,
non-solicitation and the payment to Trafigura of a termination fee of
Cdn.$10 million if the acquisition is not completed in certain
specified circumstances. The obligation of Trafigura to take up and
pay for the Iberian Shares under the Offer is subject to certain
conditions, certain of which may be waived by Trafigura in certain
circumstances.
Trafigura has advised Iberian that it intends to commence the Offer and
mail the take-over bid circular not later than December 30, 2011. The
Offer will be open for acceptance for a period of not less than 35
days. The Board of Directors has agreed that its directors' circular
recommending the Offer will be mailed to shareholders at the same time
as or as soon as reasonably practicable after the mailing of the
take-over bid circular. The precise details of the Offer will be
contained in the take-over bid circular.
Cormark is acting as financial advisor to the Special Committee and
Heenan Blaikie LLP is acting as legal counsel to Iberian. BMO Capital
Markets is acting as financial advisor to Trafigura and Stikeman
Elliott LLP is acting as legal counsel to Trafigura.
Conference Call
Iberian will host a conference call for analysts and shareholders
commencing at 8:30 a.m. (Eastern time) today, November 17, 2011, to discuss the Offer.
Conference Call Information:
Participant dial-in number(s): 416-340-2217 / 866-696-5910
Participant pass code: 7438002
2012 Production and Capex Guidance
Iberian is targeting the following guidance figures for the Condestable
and Aguas Tenidas mines in 2012:
Condestable Mine:
|
Production
|
Unit
|
2012
|
|
Ore processed
|
t
|
2,562,000
|
|
Concentrate
|
DMT
|
91,200
|
|
Contained copper
|
t
|
23,250
|
|
Fine gold
|
oz
|
14,200
|
|
Fine silver
|
oz
|
211,000
|
-
Average head grade of approximately 1.004% Cu, and recovery rate of
90.4% per year.
-
Cash operating costs of US$1.39 per payable pound of copper produced.
Approved capital expenditures for the Condestable mine is US$9 million,
primarily comprised of replacement of mine equipment, mine projects,
plant equipment and exploration. Additional mine development
expenditures will be US$13 million related to both depth development
and horizontal development to support the current and near-term mining
plan.
Aguas Tenidas Mine:
|
Production
|
Unit
|
2012
|
|
Ores processed (total)
|
t
|
2,165,000
|
|
- Copper Ores
|
t
|
1,106,000
|
|
- Polymetallic Ores
|
t
|
1,059,000
|
|
Copper concentrate
|
DMT
|
116,500
|
|
Zinc concentrate
|
DMT
|
72,300
|
|
Lead concentrate
|
DMT
|
24,900
|
|
Contained copper
|
t
|
26,400
|
|
Contained zinc
|
t
|
35,400
|
|
Contained lead
|
t
|
5,000
|
|
Fine silver
|
oz
|
900,000
|
-
Average head grade (copper ores) of approximately 2.05% Cu, and recovery
rate of 86% per year.
-
Average head grade (polymetallic ores) of approximately 4.65% Zn and
recovery of 72%; head grade of approximately 1.09% Cu and recovery of
60%.
-
Cash operating costs of US$1.40 per payable pound of copper produced.
Approved capital expenditure budget for the Aguas Tenidas mine is US$53
million, with mine development and mine equipment costs comprising an
aggregate of US$18 million, water treatment facility costs of US$12
million and exploration costs following up on the Titan 24 geophysical
targets of US$5 million.
Cash Operating Cost per pound of payable copper includes cash operating
costs, including treatment and refining charges ("TC/RC"), freight and
distribution costs, and is net of by-product metal credits (zinc, gold
and silver). The Cash Operating Cost per pound of payable copper
indicator is consistent with the widely accepted industry standard
established by Brook Hunt and is also known as the C1 cash cost.
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 2.2 million
tonnes per year underground mine and concentrator that produces copper,
zinc and lead concentrates that also contain gold and silver.
To find out more about Iberian Minerals Corp., please contact:
Laura Sandilands, Investor Relations and Corporate Communications at
416-815-8558.
About Trafigura
Trafigura is one of the world's leading international commodity traders,
specializing in the supply and transport of crude oil, petroleum
products, renewable energies, coal, refined metals, ferrous and
non-ferrous ores and concentrates.
Established in 1993, Trafigura is owned by its founding shareholders and
senior management. Trafigura employs over 6,000 people globally and
operates from 67 offices in 44 countries.
Global Media Office: +44 20 7009 1708 / media@trafigura.com
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 successful completion of the Offer, the future
financial or operating performances of the Corporation, its
subsidiaries and their respective projects, the timing and amount of
estimated future production and capital expenditures, 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.
This press release shall not constitute an offer to sell or solicitation
of an offer to buy the securities in any jurisdiction. The common
shares will not be and have not been registered under the United States
Securities Act of 1933 and may not be offered or sold in the United
States absent registration or applicable exemption from the
registration requirements.
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.
For further information: To find out more about Iberian Minerals Corp., please contact: Laura Sandilands, Investor Relations and Corporate Communications at 416-815-8558. Trafigura: Global Media Office: +44 20 7009 1708 / media@trafigura.com
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