TORONTO, Nov. 3, 2014 /CNW/ - Antofagasta Investment Company Limited ("Antofagasta"), a wholly-owned subsidiary of Antofagasta PLC announced today that it has agreed to acquire 5,075,061 common shares ("Duluth Shares") of Duluth Metals Limited (TSX: DM, "Duluth") on November 10, 2014 from Wallbridge Mining Company Limited ("Wallbridge"), a shareholder of Duluth, under a share purchase agreement. The share purchase agreement may be assigned to an affiliate of Antofagasta. The consideration for each Duluth Share is $0.45.
To the knowledge of Antofagasta, the number of issued and outstanding Duluth Shares is 136,767,985. Antofagasta PLC and its affiliates currently own 14,155,502 Duluth Shares or approximately 10.35% of the issued and outstanding Duluth Shares. After giving effect to the acquisition referred to above, Antofagasta PLC will own and control, directly and indirectly, a total of 19,230,563 Duluth Shares representing approximately 14.1% of the issued and outstanding shares of Duluth, as known by Antofagasta.
As disclosed in a news release issued today by Duluth, Antofagasta has offered to acquire (the "Acquisition") all of the issued and outstanding Duluth Shares at a price of $0.45 per Duluth Share, subject to conditions set out in an acquisition agreement ("Acquisition Agreement") entered into today between Antofagasta and Duluth. Pursuant to the terms of the Acquisition Agreement, subject to regulatory approval, Antofagasta has agreed to subscribe for 2,222,222 Duluth Shares on November 10, 2014 and 2,888,888 Duluth Shares on the date of signing of a definitive agreement relating to the Acquisition, in each case at a price of $0.45 per Duluth Share. Upon issuance of these 5,111,110 Duluth Shares, and assuming the closing of the purchase of shares from Wallbridge, there will be 141,879,095 Duluth Shares outstanding, of which Antofagasta will own 24,341,673 Duluth Shares or 17.2% on an undiluted basis.
Wallbridge has signed a lock-up agreement with Antofagasta in support of the Acquisition with respect to the 10,150,121 Duluth Shares that it owns, which includes the Duluth Shares that Wallbridge has agreed to sell to Antofagasta.
SOURCE: Antofagasta Investment Company Limited
For further information: Antofagasta's address is Av. Apoquido 4001, Santiago, Chile. For further information please refer to the Early Warning Report to be posted on SEDAR or contact Andrew Lindsay at Antofagasta's London office +(44) 2078080988.