Frontera Copper Announces Obtaining Interim Order for Recapitalization and
Mailing and Filing of Materials for Special Meeting to Approve
Recapitalization
TORONTO, May 14 /CNW/ - Frontera Copper Corporation ("Frontera" or the "Corporation") (TSX: FCC.NT) (TSX: FCC.NT.A) is pleased to announce that it has obtained an Interim Order from the Ontario Superior Court of Justice (the "Court") providing for, among other things, the holding of a special meeting (the "Special Meeting") of the holders (the "Noteholders") of the Corporation's 10% Senior Unsecured Notes due June 15, 2010 and its 10% Senior Unsecured Notes due March 15, 2011 (together, the "Existing Notes"), to approve the Corporation's previously announced proposed plan of arrangement pursuant to the Canada Business Corporations Act (the "Arrangement"), under which all of the outstanding unsecured Existing Notes will be exchanged for new guaranteed secured Notes (the "New Notes") in accordance with the terms of the Arrangement (the "Recapitalization"). Completion of the Recapitalization remains subject to final approval of the Arrangement by the Court at a final hearing that has been scheduled for June 10, 2010, and approval by the requisite majority of Noteholders at the Special Meeting. Pending receipt of such approvals, the Corporation anticipates that completion of the Arrangement will occur on or about June 14, 2010.
Special Meeting
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Pursuant to the Interim Order, the Special Meeting has been scheduled for June 7, 2010. The Special Meeting will be held in Toronto, Ontario and the record date for entitlement to notice of and to vote at the Special Meeting has been set by the Court as May 7, 2010. The Corporation has mailed to Noteholders a Management Information Circular (the "Circular"), Form of Proxy and Form of Election with respect to the Special Meeting, which documents have also been filed and are now available on SEDAR at www.sedar.com.
Pursuant to the Interim Order, the Arrangement must be approved by the affirmative vote of at least 66 2/3% of the votes cast by Noteholders present in person or by proxy at the Special Meeting and entitled to vote at the Special Meeting. As of the date hereof, Noteholders representing approximately 65.2% of the aggregate principal amount of Existing Notes have executed a support agreement with the Corporation dated as of April 13, 2010 (the "Support Agreement") in which they have agreed to the terms of the Arrangement and agreed to vote in favour of the Arrangement at the Special Meeting. The Support Agreement has been filed on SEDAR at www.sedar.com.
Arrangement
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Noteholders are urged to carefully review the Circular and attached appendices for a complete description of the terms of the Arrangement. The following is a summary only of certain key terms of the Arrangement:
1. Each Noteholder will receive new guaranteed and secured series 1A
notes bearing interest at the rate of 10% per annum (the "New Series
1A Notes") in exchange for their Existing Notes, unless they elect to
instead receive new guaranteed and secured series 2A notes bearing
interest at the rate of 6% per annum subject to certain interest rate
increases based on the average price of copper during the prior
interest payment period (the "New Series 2A Notes") in exchange for
their Existing Notes. Noteholders should refer to the Circular for a
description of the method of calculating the variable interest rate
for the New Series 2A Notes.
2. Each Noteholder who receives New Series 1A Notes in exchange for its
Existing Notes will receive New Series 1A Notes in a principal amount
equal to 88% of the principal amount of such Existing Notes, unless
the Noteholder has submitted its vote in favour of the Arrangement
and a completed a Form of Election (described below) on or before
5:00 p.m. (Toronto time) on Thursday, May 27, 2010 (the "Early
Consent Deadline"), in which case the Noteholder will be eligible to
receive New Series 1A Notes in a principal amount equal to 93% of the
principal amount of their Existing Notes.
3. Each Noteholder who elects to receive New Series 2A Notes in exchange
for its Existing Notes will receive New Series 2A Notes in a
principal amount equal to 88% of the principal amount of such
Existing Notes, unless the Noteholder has submitted its vote in
favour of the Arrangement and a completed Form of Election (described
below) on or before the Early Consent Deadline, in which case the
Noteholder will be eligible to receive New Series 2A Notes in a
principal amount equal to 93% of the principal amount of their
Existing Notes.
Elections
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Noteholders are to make elections with respect to the New Notes to be received in exchange for their Existing Notes under the Arrangement pursuant to the elections set forth in the Form of Election (attached to the Circular and delivered as a separate document to Noteholders). Noteholders are urged to carefully review the Form of Election and the description of the method for elections set forth therein and in the Circular. The following is a summary only of certain key terms for the elections.
4. Elections Can Only Be Submitted By Intermediaries - Elections can
only be validly submitted by the Noteholder's stockbroker, investment
dealer, bank, trust company or other intermediary through which their
Existing Notes are held (the "Intermediary"), through the electronic
book-entry system of CDS Clearing and Depository Services Inc.
("CDS"). Noteholders must deliver their completed Form of Elections
to their Intermediary at least two (2) full business days prior to
the Early Consent Deadline, or the Election Deadline (defined below),
as applicable. It is the sole and exclusive responsibility of the
Noteholders to ensure that such election is then properly submitted
by their Intermediary through the facilities of CDS on or before the
Early Consent Deadline or the Election Deadline, as applicable.
5. Early Consent Deadline - Any Noteholder who is entitled to receive
93% of the principal amount of their Existing Notes as a result of
having submitted its vote in favour of the Arrangement before the
Early Consent Deadline, must also properly complete a Form of
Election and must also have it submitted by their Intermediary
through the facilities of CDS on or before the Early Consent
Deadline. Failure to do so will result in such Noteholder receiving
New Series 1A Notes in an amount equal to 88% of the principal amount
of their Existing Notes for all of their Existing Notes.
6. Election Deadline - Noteholders who have not submitted their vote in
favour of the Arrangement before the Early Consent Deadline and who
wish to receive New Series 2A Notes must properly complete a Form of
Election and must have it submitted by their Intermediary through the
facilities of CDS on or before 5:00 p.m. (Toronto time) on June 3,
2010 (the "Election Deadline"). Failure to do so will result in such
Noteholder receiving New Series 1A Notes in an amount equal to 88% of
the principal amount of their Existing Notes for all of their
Existing Notes.
7. Default Election - Any Noteholder who does not properly complete,
execute and deliver a Form of Election and have its vote submitted
through the facilities of CDS on or prior to the Early Consent
Deadline or Election Deadline, as applicable, will automatically be
deemed to have elected to receive New Series 1A Notes in an amount
equal to 88% of the principal amount of their Existing Notes for all
of their Existing Notes.
TSX Listing Approval
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The TSX has conditionally approved the listing of the New Notes subject to the Corporation fulfilling all of the listing requirements stipulated by the TSX. Among these, is the requirement that there are a minimum number of holders of each of the New Series 1A Notes and the New Series 2A Notes following the elections for New Notes (the "Public Float Requirement"). Depending on the outcome of the elections for New Notes and the resulting number of holders of each of the New Series 1A Notes and the New Series 2A Notes, either of these series may not meet the Public Float Requirement.
Failure to meet the Public Float Requirement and obtain final listing approval for either series of New Notes may result in a series not being listed for trading on the TSX. If either series of New Notes is not listed for trading on the TSX or other qualifying stock exchange, such series of New Notes is not expected to constitute a qualified investment for RRSPs or other registered plans.
The Corporation will use reasonable commercial efforts to obtain final TSX listing approval for the New Notes. If, after reasonable commercial efforts and upon consultation with counsel to the ad hoc committee of certain Noteholders, the Corporation is unable to obtain or maintain a TSX listing for the New Notes, the Corporation will use reasonable commercial efforts to obtain a listing for the New Notes on another stock exchange.
Following the Election Deadline, the Corporation will make an announcement if either series of New Notes has not met the Public Float Requirement, and upon such occurrence, will advise Noteholders of their options and the Corporation's intended course of action in response to any such occurrence.
Reasons for Recapitalization
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The Board of Directors (the "Board") and management believe that it is extremely important that the Recapitalization be implemented. The Recapitalization is integral to Frontera's objective of resolving the Corporation's current liquidity issues and bringing the Piedras Verdes Mine to full copper cathode production for the benefit of all the Corporation's stakeholders. Further, not completing the Recapitalization could result in the commencement of insolvency proceedings in Canada and/or Mexico, and the outcome of any such proceedings involving assets that are located in Mexico would be highly uncertain and unpredictable and could potentially be very unfavourable to Noteholders.
RBC Capital Markets ("RBC") has been engaged as the financial advisor to the Corporation and the Board in connection with the Recapitalization. RBC has delivered an opinion to the Board which concludes that, as of the date thereof, and subject to the qualifications set out therein, the Noteholders would be in a better position, from a financial point of view, under the Recapitalization than if Frontera were liquidated (the "RBC Opinion").
The Board, after careful consideration of a number of factors, including the RBC Opinion, and upon consultation with its financial advisor and outside legal counsel, determined unanimously, that the Recapitalization is in the best interests of the Corporation and its stakeholders and unanimously recommends that Noteholders vote in favour of the Arrangement at the Special Meeting.
Cautionary Statement on Forward Looking Information
Information in this news release that is not current or historical factual information may constitute forward-looking information or statements within the meaning of applicable securities laws. Such information includes, without limitation, the Corporation's intentions and plans in respect of the nature and timing of the Recapitalization, its anticipated implementation schedule and receipt of required judicial and other approvals, and its ability to bring the Piedras Verdes Mine to full production. There is no certainty that subsequent events will not cause material changes in these plans and intentions.
For further information: please contact Mark Distler, CFO at (480) 477-6789
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