First Quantum Minerals Ltd. (TSX:FM) (LSE:FQM) and Lumina Copper Corp. (TSX-V:LCC) announced today that they have entered into a definitive agreement pursuant to which First Quantum will acquire, by way of a court-approved plan of arrangement all of the outstanding securities of Lumina. Based upon the consideration, the total value of 100% of the fully diluted common shares of Lumina is approximately $470 million. First Quantum currently owns 2.5 million of Lumina’s outstanding common shares.
Lumina is the 100% owner of the Taca Taca copper deposit located in the Puna region of Salta Province in northwest Argentina, approximately 120 kilometres east of the Escondida, the world’s largest producing copper mine. Taca Taca currently has a reported National Instrument 43-101 compliant indicated mineral resource estimate of approximately 21.15 billion pounds of copper (9.6 million tonnes of copper) contained in 2.17 billion tonnes grading 0.44% copper, 0.08g/t gold and 0.013% molybdenum (0.57% copper equivalent) and an inferred mineral resource estimate of approximately 7.55 billion pounds of copper (3.4 million tonnes of copper) contained in 921 million tonnes grading 0.37% copper, 0.05g/t gold and 0.012% molybdenum (0.47% copper equivalent), using a 0.3% copper equivalent cut-off.(1) These estimates are defined by 148,000 metres of drilling. The deposit remains open in some areas to depth and along the southern boundary of the northeastern limb.
Commenting on the proposed transaction, Mr. Ross Beaty, Lumina’s founder and largest shareholder said, “I am very pleased with First Quantum’s intended acquisition of our company. First Quantum is an outstanding mining company with a significant and growing portfolio of copper operations. In our view, they are the most capable company in the world to develop Taca Taca into a major copper mine. This transaction provides Lumina shareholders with the option to retain exposure to Taca Taca’s future development in the hands of a world class mine development and operating team through ownership of First Quantum’s shares. I encourage all Lumina shareholders to vote in favour of this transaction.”
Mr. Philip Pascall, Chairman and Chief Executive Officer of First Quantum said, “The acquisition of Lumina is another step in First Quantum’s long-stated objective of geographical diversification through the acquisition of world class, early-stage copper assets. Taca Taca will significantly add to First Quantum’s development pipeline and is at the stage where we can apply our resources and development expertise to realize its full potential and further add to First Quantum’s copper production profile. Once the acquisition of Lumina has been completed we will immediately review the Taca Taca project to determine the most efficient and economical timing for its development in the context of the projects that we are currently developing.”
About the Transaction
The transaction will be carried out by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia), and must be approved by the Supreme Court of British Columbia and the affirmative vote of 662/3% of Lumina shareholders.
The completion of the transaction is subject to customary closing conditions, including the receipt of any required regulatory approvals.
Under the Arrangement, Lumina shareholders may elect to receive, in exchange for each common share of Lumina held:
-- $5.00 in cash and 0.2174 of a First Quantum common share; or
-- 0.4348 of a First Quantum common share and $0.01 in cash, subject to
proration as to the number of First Quantum common shares if the total
number of First Quantum common shares Lumina shareholders elect to
receive exceeds 9,669,182 First Quantum common shares; or
-- $10.00 in cash, subject to proration as to the amount of cash if the
total cash Lumina shareholders elect to receive exceeds $222,391,175.
Lumina shareholders who do not elect any of the three options above shall be deemed to have elected to receive the cash alternative in respect of all of their Lumina common shares.
The $10.00 cash consideration for each common share of Lumina represents a 34% premium to the volume-weighted average trading price of the common shares of Lumina on the TSX Venture Exchange of $7.44 for the 20 trading days ended June 16, 2014 and a 28% premium to the closing price of the common shares of Lumina on the TSX Venture Exchange of $7.80 on June 16, 2014.
The Boards of Directors of both companies have unanimously approved the transaction.
The Board of Directors of Lumina, after consultation with its financial and legal advisors and based, in part, upon the unanimous recommendation of an independent committee of the Board of Directors of Lumina, has determined unanimously that the Arrangement is fair to the Lumina shareholders and is in the best interest of Lumina. Lumina’s Board of Directors unanimously recommends that the Lumina shareholders vote in favour of the Arrangement. Raymond James Ltd. has been engaged to provide an opinion that the transaction is fair, from a financial point of view, to the Lumina shareholders (other than First Quantum). Borden Ladner Gervais LLP is acting as legal counsel to Lumina.
First Quantum’s financial advisor is RBC Capital Markets and its legal advisor is Fasken Martineau DuMoulin LLP.
Holders of approximately 33.6% of Lumina’s issued and outstanding common shares (on a fully diluted basis), including all of Lumina’s directors, officers and certain major shareholders, have signed voting support agreements pursuant to which they have agreed to vote in favour of the Arrangement.
In the event that the transaction is not completed, Lumina has agreed to pay First Quantum a termination fee of approximately $16.25 million, under certain circumstances. Lumina has also provided First Quantum with certain other customary rights, including a right to match any superior offers.
First Quantum intends to fund the cash portion of the transaction from its existing cash resources. The transaction is not contingent on any financing condition.
Full details of the transaction will be included in an information circular to be mailed to Lumina shareholders in accordance with applicable securities laws. The transaction is expected to close on or before August 30, 2014. All shareholders are urged to read the proxy circular once it becomes available as it will contain additional important information concerning the transaction.
Andrew Carstensen, CPG, Lumina’s Vice President, Exploration and a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects has reviewed and approved the contents of this news release as they relate to the mineral resource estimate and technical disclosure on the Taca Taca project.
Scientific and Technical Disclosure
For complete disclosure of Lumina’s mineral resource estimate refer to the Preliminary Economic Assessment Report on the Taca Taca Copper/Gold Molybdenum Project dated May 24, 2013, prepared by Ausenco Solutions Canada Inc. with an effective date of April 9, 2013, which is available under Lumina’s profile at www.sedar.com.
(1) Copper equivalent calculated using US$2.00/lb Cu, US$800/oz Au and US$12.00/lb Mo and is not adjusted for mining and metallurgical recoveries as these remain uncertain. The formula used is as follows: CuEQ = Cu% + (Au g/t x 0.583) + (Mo% x 6).
Lumina is a Vancouver based copper exploration company that controls the Taca Taca copper, gold, and molybdenum project in Argentina. Lumina’s common shares trade on the TSX Venture Exchange under the symbol LCC. Lumina has 44,007,402 common shares issued and outstanding and 46,978,235 common shares issued and outstanding on a fully diluted basis.
About First Quantum
First Quantum Minerals Ltd. is an established and rapidly growing mining and metals company operating seven mines and developing five projects worldwide. The Company produces copper, nickel, gold, zinc and platinum group elements.
First Quantum’s current operations are the Kansanshi copper-gold mine in Zambia, the Las Cruces copper mine in Spain, the Guelb Moghrein copper-gold mine in Mauritania, the Ravensthorpe nickel-cobalt mine in Western Australia, the Kevitsa nickel-copper-PGE mine and the Pyhasalmi copper-zinc mine in Finland and the Cayeli copper-zinc mine in Turkey.
First Quantum’s market capitalization was approximately $12.8 billion based on the closing price of its common shares on the TSX on June 16, 2014.
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