TSX, ASX: AVM
Common shares outstanding 158 Million
All amounts are expressed in US dollars, unless otherwise stated.
PERTH, Australia, Jan. 9, 2012 /CNW Telbec/ - Anvil Mining Limited (TSX: AVM) (ASX: AVM) ("Anvil" or the "Company"). Reference is made to the offer by MMG Malachite Limited (the "Offeror"), a wholly owned indirect subsidiary of Minmetals Resources Limited ("MMR"), to purchase all of the Common Shares of Anvil on a fully-diluted
basis (including those Common Shares that are subject to CHESS
Depository Interests) at a purchase price of C$8.00 per share in cash
The Offeror has now extended the expiry time of the Offer, from 8:00 pm
(Toronto time) on January 11, 2012, to 8:00 p.m. (Toronto time) on
February 16, 2012, unless the Offer is further extended or withdrawn.
By virtue of this extension, the "CDI Expiry Time" as defined in the
Offer and Offer documents, has been automatically extended to 7:00 p.m.
(Sydney time) on February 14, 2012, unless the Offer is further
extended or withdrawn.
Since the initial announcement of the takeover bid on September 29,
2011, Anvil and MMR have been consulting with various stakeholders in
the Democratic Republic of Congo ("DRC"). As announced on October 31, 2011, during consultations with La
Générale des Carrières et des Mines Sarl ("Gécamines"), Anvil and MMR were advised that if the takeover is completed without
Gécamines' prior approval, Anvil's local DRC subsidiaries would be in
breach of the terms of the lease of the mineral tenure for the
Kinsevere Project and the terms of the joint venture agreement in
respect of the Mutoshi Project. There can be no assurance that the
parties will reach agreement on the terms of revised commercial
arrangements with Gécamines. The approval of MMR would be required in
order for Anvil to implement revised arrangements with Gécamines.
The Kinsevere Project is held as to 95% by a wholly-owned Congolese
subsidiary of Anvil, which in turn holds a lease from Gécamines of the
underlying mineral tenures. The remaining 5% interest in the Kinsevere
Project is held by a private Congolese company, Mining Company Katanga
SPRL ("MCK"). During the course of the ongoing discussions with Gécamines, Anvil
and MMR have been advised by MCK that its prior approval of the
takeover bid is required. MCK has also made allegations to the effect
that its rights under the shareholders' agreement governing the
Kinsevere Project have not been respected by Anvil.
Anvil's position is that there is no legal requirement for the approval
of either Gécamines' or MCK under any of its contractual documentation
with either entity in connection with the proposed change of control
and that Anvil has fully complied with its contractual obligations. As
previously disclosed, there will be a requirement to give Gécamines a
right of pre-emption in connection with the Mutoshi Project, which MMR
and Anvil are fully aware of and intend to comply with. MMR and Anvil
have previously agreed that Anvil's 70% interest in the Mutoshi Project
has a value of US$52.5 million.
Discussions with each of Gécamines and MCK by Anvil and its advisors and
with MMR are ongoing. There can be no assurance that the parties will
reach agreement on revised commercial arrangements with Gécamines or
any agreement with MCK relating to its demands and allegations, in both
cases on terms satisfactory to MMR. Consequently, there can be no
assurance that MMR will consummate the Offer.
The Offeror has retained Kingsdale Shareholder Services Inc. ("Kingsdale") as information agent to respond to inquiries from Anvil shareholders
regarding the Offer. Kingsdale may be contacted toll-free at
1-866-581-1392 or collect from outside North America at
+1-416-867-2272. The Depositary for the Offer is Computershare Investor
Services Inc. Inquiries should be directed to 1-800564-6253 or email@example.com.
This news release is for information purposes only and is not a
substitute for the filed Offer and takeover bid circular and Anvil
directors' circular. There can be no assurance that the conditions of
the Offer will be satisfied, or that the transaction will be completed
as proposed, or at all.
Anvil Mining Limited is a copper producer whose shares are traded on the
Toronto Stock Exchange (as Common Shares) and the Australian Securities
Exchange (as CDIs) under the symbol AVM.
Caution Regarding Forward Looking Statements:
This news release contains "forward-looking statements" and
"forward-looking information", based on assumptions and judgments of
management regarding future events and results. Such "forward-looking
statements" and "forward-looking information which may include, but is
not limited to, the completion of the Offer (as defined). Many of these
assumptions are based on factors and events that are not within the
control of Anvil and there is no assurance they will prove to be
correct. Often, but not always, forward-looking information can be
identified by the use of words such as "intends" (including negative
variations) of such words and phrases, or state that certain actions,
events or results "may", "would", or "will" be taken, occur or be
achieved. The purpose of forward-looking information is to provide the
reader with information about management's expectations regarding the
Offer. Readers are cautioned that forward-looking information involves
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Anvil to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking information.
There can be no assurance that the Offer will be completed. There can
be no assurance that forward-looking information will prove to be
accurate. Accordingly, readers should not place undue reliance on
forward looking information.
SOURCE ANVIL MINING LIMITED
For further information:
| Darryll Castle || Robert La Vallière |
| President & CEO || Vice President Corporate Affairs |
| Tel: +27 (11) 750 6876 || Tel: (Office) +1 (514) 448 6664, (Cell) +1 (514) 944 9036 |
| Email: firstname.lastname@example.org |
| Email: email@example.com |