TORONTO, CANADA--(Marketwire - March 31, 2010) - Inmet Mining Corporation ("Inmet") (TSX:IMN) announced today that it has entered into an agreement with Ellington Investments Pte. Ltd. ("Ellington"), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"), under which Ellington has agreed to purchase 9,258,419 subscription receipts ("Subscription Receipts") at a price of $54.0049 each for total proceeds to Inmet of $500 million. Such proceeds will be held in escrow by CIBC Mellon Trust Company, as subscription receipt agent, and invested on behalf of Ellington (the "Escrowed Funds") pending exchange of the subscription receipts for Inmet common shares as described below. The closing of the private placement for issuance of the subscription receipts (the "Private Placement") is expected to occur by the end of April, 2010.
Completion of the Private Placement is subject to certain conditions including: i) the absence of an event that would reasonably be expected to have a material adverse effect in respect of Inmet and its subsidiaries taken as a whole, and ii) receipt of approval from the Toronto Stock Exchange and other necessary regulatory approvals. The agreement providing for the issuance of the Subscription Receipts also contains a standstill whereby Ellington and members of the Temasek group have agreed not to increase their ownership in Inmet, subject to certain exceptions, including the approval of Inmet's Board of Directors, and subject to a right to maintain its fully-diluted ownership interest if Inmet proposes to issue common shares or securities convertible or exchangeable into common shares.
Net proceeds from the Private Placement will be used by Inmet for the development of the Cobre Panama project and for general corporate purposes.
The Subscription Receipts will be exchangeable, without additional payment, into common shares of Inmet on a one-for-one basis upon the acceptance by the Toronto Stock Exchange for listing of such common shares, the absence of impairment in any material respect of the ability of Inmet or its wholly-owned subsidiary Minera Panama, S.A. ("MPSA") to use or exploit its rights under MPSA's mining concession in respect of its Cobre Panama mining project, and the coming into effect of legislation passed by the legislative assembly of the Republic of Panama amending Panama's Mineral Resources Code (the "Code") to permit entities in which foreign governmental bodies or authorities have an interest to hold direct or indirect interests in concessions in Panama. The Panamanian government has indicated that it intends to modify the relevant section of the Code as described above.
Upon satisfaction of the foregoing conditions on or before September 30, 2010 (subject to extension in certain circumstances, including if the parties agree to an extension) the Subscription Receipts will be exchanged for an aggregate of 9,258,419 common shares representing approximately 14.16 percent of Inmet's outstanding common shares, on a non-diluted basis, and the Escrowed Funds will be released to Inmet.
On exchange of the subscription receipts for common shares, Inmet and Ellington will enter into an investor rights agreement under which, at the request of Ellington and subject to certain conditions, Inmet will be obligated to qualify Inmet common shares held by Ellington for distribution to the public. Ellington will also be entitled to designate a nominee for election or appointment to Inmet's Board of Directors, as long as members of the Temasek group own at least 5 percent of Inmet's outstanding common shares. Ellington also has the right to maintain its fully-diluted ownership interest if Inmet proposes to issue common shares or securities convertible or exchangeable into common shares. Ellington and members of the Temasek group have also agreed, subject to any take-over bid permitted by the terms of the investor rights agreement and to any private placement agreed with Inmet, not to hold more than 19.9 percent of Inmet's common shares. Subject to certain conditions and exceptions, Ellington and members of the Temasek group will agree not to divest their Inmet common shares (or economic interest therein) for one year from the issuance of the Subscription Receipts, not to increase their ownership of Inmet common shares for a period of one year from the issuance of the Subscription Receipts, and not to seek to effect a takeover bid or similar transaction, participate in the solicitation of proxies or otherwise attempt to control the Board of Directors or management of Inmet for a period of two years from the issuance of the Subscription Receipts.
If the Code amendment described above is not in effect by September 30, 2010 (or such later date as may be agreed), the Subscription Receipts shall be automatically terminated and cancelled and the Escrowed Funds plus accrued interest will be returned to Ellington.
Forward looking information
Securities regulators encourage companies to disclose forward-looking information to help investors understand a company's future prospects. This press release contains forward-looking information. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, expect, anticipate, and believe or other similar words. Capital and operating cost estimates are forward-looking statements, and are based on assumptions that we believe to be reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our respective business or events that happen after the date of this press release. You should not place undue reliance on forward-looking statements.
About Inmet
Inmet is a Canadian-based global mining company that produces copper, zinc and gold. We have interests in five mining operations in locations around the world: Cayeli, Las Cruces, Pyhasalmi, Troilus and Ok Tedi. We also have a 100 percent interest in Cobre Panama, a development property in Panama.
About Temasek Holdings
Incorporated in 1974, Temasek Holdings is an Asia investment company headquartered in Singapore. Supported by 12 affiliates and offices in Asia and Latin America, Temasek owns a diversified S$172 billion (US$119 billion) portfolio as of 31 July 2009, concentrated principally in Singapore, Asia and the emerging economies.
Its portfolio covers a broad spectrum of industries: financial services; telecommunications & media; transportation & logistics; real estate; infrastructure, industrial & engineering; energy & resources; life sciences, consumer & lifestyle; and technology.
For further information on Temasek, please visit www.temasek.com.sg
This press release is also available at www.inmetmining.com. FOR FURTHER INFORMATION PLEASE CONTACT:
Inmet Mining Corporation
Jochen Tilk
President and Chief Executive Officer
(416) 860-3972
Source: Inmet Mining Corporation
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