Louis Dreyfus Commodities Metals Suisse S.A. ("Louis Dreyfus Commodities") Announces Acquisition of Shares in Baja Mining Corp.
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Nov. 23 /CNW/ - Louis Dreyfus Commodities has announced that, on November 23, 2010, Louis Dreyfus Commodities acquired 36,000,000 common shares (the "Shares") in the capital of Baja Mining Corp. ("Baja"). Louis Dreyfus Commodities acquired the Shares in connection with a public offering by Baja of 167,325,000 common shares of Baja at a price (the "Offering Price") of Cdn.$1.10 per common share (the "Offering"). The Offering was made by way of a short form base shelf prospectus dated April 19, 2010 as supplemented by a final prospectus supplement dated November 2, 2010 filed in Canada in the provinces of British Columbia, Alberta and Ontario pursuant to National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions, and in the United States pursuant to a final prospectus supplement, dated November 2, 2010, to Baja's effective shelf registration statement on Form F-10 filed with the United States Securities and Exchange Commission on April 19, 2010 under the Multi-Jurisdictional Disclosure System adopted in the United States and Canada. The Offering closed on November 23, 2010.
In connection with the Offering and pursuant to a convertible cost overrun facility agreement (the "Cost Overrun Facility") dated September 28, 2010 between Louis Dreyfus Commodities, as the provider of the facility, and Baja, as the recipient of the facility, on the closing of the Offering, Louis Dreyfus Commodities provided a US$35 million letter of credit for the benefit of Baja (the "Letter of Credit") to fund Baja's equity cost overrun requirements under its project financing arrangements. Pursuant to the Cost Overrun Facility, any amounts drawn down under the Letter of Credit will be converted into common shares of Baja at the Offering Price. If the Letter of Credit is not fully drawn or is cancelled pursuant to the Cost Overrun Facility, Louis Dreyfus Commodities will be issued warrants (the "Warrants") entitling Louis Dreyfus Commodities to purchase up to a maximum of 7,408,727 common shares of Baja at an exercise price equal to 125% of the Offering Price.
Following the closing of the Offering, Louis Dreyfus Commodities will hold 36,000,000 common shares of Baja, representing approximately 10.8% of the total issued and outstanding common shares of Baja following such closing. If the entire amount of the Letter of Credit is drawn and converted into common shares of Baja, Louis Dreyfus Commodities would hold approximately 68,413,181 common shares of Baja, representing approximately 18.7% of the issued and outstanding common shares of Baja. Alternatively, if all of the Warrants are exercised by Louis Dreyfus Commodities, Louis Dreyfus Commodities would hold approximately 43,408,727 common shares of Baja, representing approximately 12.7% of the issued and outstanding shares of Baja.
The Shares were acquired for investment purposes. Louis Dreyfus Commodities may from time to time, depending on market and other conditions, increase or decrease such holdings of common shares or other securities of Baja.For further information:
Louis Dreyfus Commodities Metals Suisse S.A.
Hal Didner, Manager - Metals
29 route de l'aéroport
Grand Saconnex, Switzerland CH1215
Phone: +41 22 799 2679
Fax: +41 22 592 7468