CLM / QU transaction done seems.https://www.marketwirecanada.com/mw/rel_ca.jsp?id=858797&k=qu
Dont know why didnt come up on web ...
May 20, 2008 11:31 ET
Consolidated Thompson Iron Mines and Quinto Mining Sign Defintive Arrangement Agreement
TORONTO, ONTARIO--(Marketwire - May 20, 2008) -
NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES
Consolidated Thompson Iron Mines Limited (TSX:CLM) ("Consolidated Thompson") and Quinto Mining Corporation (TSX VENTURE:QU) ("Quinto") are pleased to announce that they have signed the definitive arrangement agreement in connection with Consolidated Thompson's proposed acquisition by way of an arrangement (the "Transaction") of all of the common shares of Quinto. Quinto shareholders will receive one Consolidated Thompson common share and a cash payment of $0.005 for every five Quinto common shares held. As a result of the Transaction, Consolidated Thompson will acquire neighbouring iron ore deposits, and significantly increase its mineral resources and exploration growth potential. This acquisition will further establish Consolidated Thompson as a significant player in the Labrador Trough iron ore camp, while positioning itself well to participate in further consolidation in the iron ore industry.
The Board of Directors of Consolidated Thompson has unanimously approved the Transaction.
Macquarie Capital Markets Canada Ltd. has provided the Quinto Board of Directors with a fairness opinion that, as of the date of such opinion, the offered consideration is fair, from a financial point of view, to the Quinto shareholders, other than Consolidated Thompson. The Board of Directors of Quinto, having taken into account the recommendation of the Special Committee of the Board, Macquarie's fairness opinion and such other matters as it considered relevant, has unanimously determined that the proposed transaction is in the best interests of Quinto and has unanimously recommended that Quinto Shareholders and Quinto Optionholders, voting together, vote in favour of the Transaction.
Upon completion of the acquisition, Quinto securityholders will hold approximately 13.8% of the issued and outstanding Consolidated Thompson common shares on a fully diluted basis. Quinto has called a special shareholders meeting to approve the acquisition to be held at 11:00 a.m. (Vancouver time) on June 24, 2008 at the Delta Town & Country Inn, 6005 Highway 17, Delta, British Columbia. The record date for determining shareholders eligible to vote at the shareholders' meeting has been set as May 21, 2008. The terms of the definitive agreement are set out in more detail in Quinto's shareholder circular, which will be mailed to shareholders and filed under the profile of Quinto on SEDAR in accordance with securities laws.
Highlights of the Transaction
Upon completion of the Transaction, the combined company will have:
- An estimated measured and indicated mineral resource totaling 940 million tonnes grading 29.33% Total Fe of which the measured resource totals 488.5 million tonnes grading 29.91% Total Fe and the indicated resource totals 451.5 million tonnes grading 28.71% Total Fe (NI 43-101 review carried out by Watts, Griffis and McOuat Limited);
- Potential production growth through the integration of Peppler Lake and Lamelee deposits, both located within 60 km of Consolidated Thompson's Bloom Lake deposit, which is currently being developed by Consolidated Thompson;
- Significant exploration potential at both Bloom Lake and the Lamelee and Peppler Lake deposits (exploration programs are in progress at the Bloom Lake, Peppler Lake and Lamelee projects);
- Approximately $364 million in cash and cash equivalents;
- Proven management and Board of Directors with experience in financing, developing and operating mines; and
- Significant strategic advantages in the largest iron ore camp in Canada, located in Quebec and Labrador, which includes major industry participants such as Rio Tinto plc and ArcelorMittal.
About Consolidated Thompson
Consolidated Thompson Iron Mines Limited is a Canadian corporation that is devoted to exploring, developing and mining mineral deposits. The company has approximately 104.6 million shares outstanding, and trades on the Toronto Stock Exchange under the symbol "CLM". For more information, visit www.consolidatedthompson.com.
Richard Quesnel, P. Eng., a qualified person under National Instrument 43-101, reviewed the scientific and technical information found in this press release relating to Consolidated Thompson and its properties.
About Quinto
Quinto Mining Corporation is a junior mining exploration development company with two advanced projects in the Province of Quebec. The Peppler Lake Iron Ore project, which includes both the Peppler Lake and Lamelee deposits, is located in the Mont-Wright region of North Central, Quebec, approximately half way between the mining towns of Gagnon and Fermont. The Lac Gueret graphite project is located 300km North Northwest of Baie Comeau along the Southwest shore of Reservoir Manicouagan. Further information is available at www.quintomining.com.
Richard W. Risto, M.Sc., P.Geo., of Watts Griffs McOuat Limited, a qualified person under National Instrument 43-101 has reviewed the scientific and technical information found in this press release relating to Quinto and its properties.
This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Quinto or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Consolidated Thompson, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. The solicitation of offers to buy Consolidated Thompson shares in the United States will only be made pursuant to a prospectus and related offer materials that Consolidated Thompson expects to send to holders of Quinto securities, subject to the requirements of applicable law. The Consolidated Thompson shares may not be sold, nor may offers to buy be accepted, in the United States prior to the time the registration statement (if any is filed) becomes effective or an exemption from such requirements is available. No offering of securities shall be made in the United States except (i) by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended, which would contain detailed information regarding Consolidated Thompson and its management, as well as its financial statements, or (ii) pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of Consolidated Thompson and Quinto and its projects, statements regarding exploration prospects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, the identification of mineral reserves and resources, costs of and capital for exploration projects, exploration expenditures, timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the either company (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of Consolidated Thompson and Quinto not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the companies have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Neither Consolidated Thompson nor Quinto undertakes to update any forward-looking information, except in accordance with applicable securities laws.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.