/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES/
TOKYO, Oct. 2 /CNW/ - Sojitz Corporation ("Sojitz") is pleased to
announce that 13,446,000 common shares of Primary Metals Inc. (PMI-TSX V) (the
"Primary Shares") have been validly deposited pursuant to the offer ("Offer")
made by Sojitz Tungsten Resources, Inc., a wholly-owned subsidiary of Sojitz,
to acquire all Primary Shares. All conditions of the Offer have now been
satisfied. Sojitz will take up and accept for payment all Primary Shares
tendered, which, together with the Primary Shares already owned by Sojitz,
represent approximately 95.34% of the outstanding Primary Shares on a
fully-diluted basis. It is expected that payment for Primary Shares taken up
will be made on or before October 9, 2007.
Under the Offer, Primary shareholders will receive C$3.65 in cash per
Primary Share. In aggregate, Sojitz will pay approximately C$49 million as
consideration for the Primary Shares tendered to date.
The Offer expired at 5:00 p.m. (Toronto time) on October 2, 2007 and will
not be extended. Sojitz intends to acquire all Primary Shares not tendered to
the Offer by way of a compulsory acquisition pursuant to the British Columbia
Business Corporations Act. Sojitz will shortly mail a notice of compulsory
acquisition to acquire all Primary Shares not acquired pursuant to the Offer.
Sojitz has now taken effective control of Primary, and is working with
management of Primary to integrate Primary's operations with those of Sojitz
as soon as possible. At a meeting of the Primary board of directors to be held
later this week, Sojitz expects to replace the current board of Primary with
nominees of Sojitz, and to appoint officers of Primary.
About Primary Metals Inc.
Primary owns a 100% interest in the Panasqueira tungsten mine in
Portugal, which is currently producing wolframite concentrates containing some
100,000 MTU's of tungsten trioxide per annum, with further improvements
underway. The Panasqueira mine has a long history of production of
high-quality wolframite concentrates and is the dominant producer of
high-grade tungsten concentrates outside China. Further information is
available under Primary's profile at www.sedar.com and on Primary's website at
About Sojitz Corporation
Sojitz, one of Japan's leading trading companies, is listed on the Tokyo
Stock Exchange with revenues of C$42 billion, net assets of C$4.2 billion and
a market capitalization of C$5.3 billion. Sojitz conducts its operations in 50
countries through approximately 500 consolidated subsidiaries and affiliated
companies with over 19,000 employees worldwide. Its business activities cover
machinery and aerospace, energy and mineral resources, chemicals and plastics,
real estate development, forest products and consumer lifestyle-related
business. Further information is available on Sojitz's website at
This press release does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities in the United States
(including its territories, possessions, each state thereof and the District
of Columbia, the "United States") or by "U.S. persons", as that term is
defined in Regulation S under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act").
This press release does not constitute or form part of any offer to sell
or invitation to purchase any securities or solicitation of an offer to buy
any securities, pursuant to the Offer or otherwise.
This press release contains forward-looking statements with respect to
the Offer and the transactions contemplated thereby, including the proposed
business combination of Sojitz and Primary, Sojitz's financial condition,
results of operations, business prospects, plans, objectives, goals,
strategies, future events, capital expenditures, and exploration and
development efforts. Words such as "anticipates", "expects", "intends",
"plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates",
"could", "might", "should", and similar expressions identify forward-looking
statements. Although Sojitz believes that its plans, intentions and
expectations reflected in these forward-looking statements are reasonable,
Sojitz cannot be certain that these plans, intentions or expectations will be
achieved. Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking
statements contained in this press release.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Kiyotaka Tomita, Sojitz Tungsten Resources,
Inc., Phone: (212) 704-6525, Email: email@example.com