/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, Jan. 5 /CNW/ - Nunavut Iron Ore Acquisition Inc. ("Nunavut Iron") announced today that it has agreed with Staff of the Ontario
Securities Commission (the "Commission") to settle the matters which
are the subject of Staff's application to the Commission scheduled for
hearing on January 6, 2011 on the basis described below. Staff have
agreed to withdraw their application to the Commission as a result of
It remains Nunavut Iron's present intention to file a notice of
variation and extension (the "Exchange Right Variation") in order to
amend its Offer for the Common Shares of Baffinland Iron Mines
Corporation ("Baffinland") in order to provide further consideration
for Common Shares taken up in the form of an exchange right in respect
of common share purchase warrants that Nunavut Iron proposes be issued
by Baffinland (the "Warrant Proposal"). The Warrant Proposal is
described in Nunavut Iron's press release and its notice of variation
and extension dated December 29, 2010.
It is Nunavut Iron's intention to file the Exchange Right Variation on
or before January 10, 2011. If Nunavut Iron is unable to complete the
necessary documentation to file the Exchange Right Variation on January
10, 2011, Nunavut Iron intends to extend its Offer on that date for an
additional 10 day period in order to provide sufficient time to
complete such documentation and file the Exchange Right Variation.
Nunavut Iron's Offer, as varied by the Exchange Right Variation, will
be extended for 10 days from the date of the Exchange Right Variation.
In the event that Nunavut Iron's present intention changes and it
determines not to proceed with the Exchange Right Variation in respect
of the Warrant Proposal, or to amend its Offer after filing the
Exchange Right Variation to remove the Warrant Proposal, Nunavut Iron
will file a notice of variation and extension in respect of such
decision extending its Offer for 10 days from the date of such notice
of variation and extension.
No Common Shares will be taken up by Nunavut Iron under its Offer on
January 10, 2011 or thereafter unless Nunavut Iron has filed the
Exchange Right Variation or another notice of variation and extension
withdrawing the Warrant Proposal and at least 10 days will have elapsed
from the date thereof.
Any amendment or extension of Nunavut Iron's Offer will remain subject
to its existing conditions with the exception that Nunavut Iron will
waive the failure of condition (b) under Section 4 of the Offer, which
occurred as a result of the entering into of the amendment to the
support agreement between Baffinland and ArcelorMittal on December 18,
2010; however, such waiver will be limited solely to the entering into
of that amendment.
Any variation or extension of Nunavut Iron's Offer will be subject to
review by Staff of the Commission in the ordinary course.
ABOUT NUNAVUT IRON AND IRON ORE HOLDINGS, LP
Nunavut Iron was incorporated under the laws of Canada on August 27,
2010 and has not carried on any material business other than in
connection with matters directly related to the Offer. Nunavut Iron is
wholly owned by Iron Ore Holdings.
Iron Ore Holdings is a limited partnership formed under the laws of
Delaware for the purpose of making the Offer. Iron Ore Holdings is
owned by Bruce Walter, the Chairman of Nunavut Iron, Jowdat Waheed, the
President and Chief Executive Officer of Nunavut Iron, and funds
managed by The Energy & Minerals Group, which is providing the majority
of the equity financing for the Offer. The Energy & Minerals Group is
a private investment firm with a family of funds with over US$2 billion
under management that invest in the energy and minerals sectors.
Caution to Readers
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities in Canada, the United States
or any other jurisdiction. Any such offer to sell or the solicitation
of an offer to buy any securities will be made only pursuant to
appropriate documentation in compliance with all applicable securities
laws. No such offer or any sale of any securities will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Certain statements contained in this press release or in documents
referred to in this press release including statements with respect to
the Warrant Proposal, Nunavut Iron's intentions following an
acquisition of control of Baffinland and other statements that are not
historical facts are "forward-looking statements". Forward-looking
statements are subject to inherent risks and uncertainties, and are
necessarily based upon a number of assumptions that, while considered
reasonable by Nunavut Iron and its controlling shareholders, which give
rise to the possibility that actual results or events could differ
materially from expectations expressed or implied by such statements.
The reader of this document is cautioned that such forward-looking
statements are not guarantees of future performance or achievement. In
particular, the Warrant Proposal requires compliance with applicable
legal requirements, elements of its implementation are beyond the
control of Nunavut Iron, and implementation may not be completed on a
timely basis, if at all. The forward-looking statements contained in
this news release describe Nunavut Iron's and its controlling
shareholders' expectations at January 5, 2011 and, accordingly, are
subject to change after such date. Nunavut Iron and its controlling
shareholders disclaim any intention or obligation to update or revise
any forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable laws.
SOURCE Nunavut Iron Ore
For further information:
SHAREHOLDERS OF BAFFINLAND IRON MINES CORPORATION
Kingsdale Shareholder Services Inc.
Toll Free 1-888-518-1562 (English or French)
Outside North America, Bankers and Brokers Call Collect 416-867-2272
Facsimile: 416-867-2271, Toll Free Facsimile 1-866-545-5580
or visit www.baffinlandoffer.com
Lute & Company