TORONTO, Aug. 5 /CNW/ - Anaconda Mining Inc. ("Anaconda") (TSX: ANX) is pleased to announce that it has entered into an agreement (the "Lock-Up Agreement:") with Navina Asset Management ("Navina") pursuant to which Navina has agreed to tender all of the shares of New Island Resources Inc. ("New Island") owned by it to Anaconda's take-over bid for New Island. Navina is New Island's largest shareholder owning 6,205,000 shares or approximately 12.35% of New Island's issued and outstanding shares.
On June 11, 2010, Anaconda commenced a take-over bid (the "Offer") to acquire all of the issued and outstanding common shares of New Island. On July 30, 2010, Anaconda amended its Offer to increase the consideration to 0.42 common shares of Anaconda for each share of New Island and extended the expiry date until 5:00 p.m. (Toronto time) on Monday, August 9, 2010. Anaconda also waived the Minimum Tender Condition of the Offer so that any and all shares tendered will be accepted subject to the terms and conditions of the Offer.
At the expiry time of the Offer on August 9, 2010, Anaconda will take up and pay for all New Island shares deposited to the Offer. Anaconda has also requisitioned a meeting of shareholders of New Island for the purpose of electing a new Board of Directors as soon as possible following the acquisition of the New Island shares tendered on August 9, 2010. Anaconda believes that the directors of New Island have not been acting in the best interests of the company and have been unduly influenced by the company's President. New Island has hired advisors and is running a process for the company, yet there has been no attempt by New Island to negotiate a transaction with Anaconda to determine if a materially superior transaction could be entered into on a friendly and orderly basis. As the joint owner of the Pine Cove Gold Mine, Anaconda is clearly the most logical merger partner of New Island.
Pursuant to the Offer, each shareholder of New Island will receive 0.42 of an Anaconda common share for each New Island common share tendered under the Offer. The takeover bid is subject to customary conditions, receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, the absence of any material adverse change with respect to New Island, the absence of certain prohibited activities on the part of New Island (including security issuances, acquisitions and dispositions) and no untrue statements or omissions in New Island's public disclosure.
Anaconda has waived the Minimum Tender Condition of the Offer that 66 2/3% of New Island Shares be deposited under the Offer such that any and all shares tendered to the Offer will be accepted.
Investors may obtain a free copy of the Offer documents filed by Anaconda with Canadian securities regulators at www.sedar.com. In addition, you may request these documents free of charge, from Anaconda's information agent, Kingsdale Shareholder Services Inc. within North America at 1-888-518-1558 (outside North America at 1-416-867-2272).
This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of New Island. Such an offer can only be made pursuant to an offer to purchase and accompanying an offering circular filed with the securities regulatory authorities in Canada.
Anaconda will hold a conference call today (Thursday, August 5, 2010), commencing at 5:00 p.m. ET (Toronto time) to give a corporate update. The call will be hosted by John McBride (ICD.D), Chairman of the Board of Directors, Lew Lawrick (BCom), Director, President and Chief Executive Officer, and Glen Kosick (B.S.c.), (H Eng), Director and Project Leader for the re-commissioning of the Pine Cove Mill.
Today's conference call will be open to all interested parties. At the end of the presentation there will be a question and answer period. Callers may join the questions queue on the phone by pressing *1 or may submit their questions in advance to firstname.lastname@example.org.
Conference Call Information - Revised Dial-In Number:
Date: Today (Thursday, August 5, 2010)
Time: 5:00 p.m. ET (Toronto time)
Call: 1-800-319-4610 (from within Canada and USA) or +1-604-638-5340 (from elsewhere)
Participants are asked to call at least 10 minutes prior to the start of the call.
For those unable to participate on today's live call, a replay will be made available until August 20, 2010. Dial 1-800-319-6413 (from within Canada or the USA) or +1-604-638-9010 (from elsewhere). When prompted, enter the code: 8162 followed by the number sign.
A digital recording of the call will also be available on the Anaconda Mining website at http://www.anacondamining.com.
Anaconda is a Toronto, Canada-based mining development and exploration company focused on advancing its principal assets, the Pine Cove Gold Mine in Canada and its portfolio of Chilean iron ore assets. Anaconda is committed to bringing the Pine Cove Gold Mine into full Commercial Production, as well as advancing the exploration and near-term production opportunities of its Chilean iron ore assets. Anaconda continues to evaluate strategies to 'unlock' value attributable to its Chilean iron portfolio for the benefit of its shareholders.
This news release contains certain "forward-looking information" under applicable Canadian securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking information. Forward-looking information is often 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 is 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 information. Assumptions upon which such forward-looking information is based include Anaconda's ability to acquire 100% of the New Island common shares and the benefits that may be obtained as a result of the business combination of the two companies. Many of these assumptions are based on factors and events that are not within the control of Anaconda 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 information include changes in market conditions, variations in ore grade or recovery rates, risks relating to international operations, fluctuating prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, the business of New Island and Anaconda not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed or referred to in the Annual Information Form for Anaconda filed with securities regulatory authorities and available at www.sedar.com. Although Anaconda has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, 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 information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Anaconda undertakes no obligation to update forward-looking information 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 information.
SOURCE Anaconda Mining Inc.
For further information: For further information: Lew Lawrick, President and CEO, Anaconda Mining Inc., (647) 478-5307, Email: email@example.com or Greg DiTomaso, Investor Relations, Anaconda Mining Inc., (647) 436-2592, Email: firstname.lastname@example.org Or visit Anaconda's website at: www.anacondamining.com