Centenario Shareholders Approve Plan of Arrangement and Update on Closing Conditions
Wednesday, April 8th, 2009
Quadra Mining Ltd. and Centenario Copper Corporation are pleased to announce that at a special meeting held today Centenario’s shareholders approved the previously announced plan of arrangement (the “Arrangement”) involving Centenario, its securityholders and Quadra. Upon completion of the Arrangement, Quadra will acquire all of the issued and outstanding common shares of Centenario at an exchange ratio of 0.28 Quadra common shares for each whole Centenario common share.
The special resolution approving the Arrangement was approved by 100% of the votes cast by holders of Centenario’s common shares. The resolution approving the Arrangement was also unanimously approved by 100% of the votes cast by holders of Centenario’s common shares, excluding votes cast in respect of shares held by an interested party.
The completion of the Arrangement remains subject to a number of closing conditions, including: final approval by the Supreme Court of British Columbia; completion of Centenario’s debt restructuring; the closing of Centenario’s existing copper hedge position; and the consent to the Arrangement from Centenario’s existing lenders.
Centenario will be making its application for final approval of the Court on April 8, 2009. The Board of Directors of Quadra has authorized the waiver of the debt restructuring and hedge conditions, subject to satisfaction of the remaining conditions. Centenario’s existing lenders and Quadra have agreed, in principle, to the terms of the granting of the existing lenders’ consent to the completion of the Arrangement, subject to settlement of definitive documentation. Under this agreement:
Centenario’s copper hedge positions are to be closed and the proceeds applied in prepayment of the existing facility;
the remaining balance of the existing facility, which is estimated to be approximately $30 million (net of cash and hedge proceeds, based on a $1.95 per lb copper price), is to be fully repaid by May 8, 2009; and
Quadra will provide a corporate guarantee in support of the existing facility.
Centenario and Quadra expect completion of the Arrangement to occur as soon as possible following receipt of the final approval of the Court and settlement, execution and delivery of the definitive documentation relating to the existing lenders’ consent. In any event, closing is expected to occur on or before April 16, 2009.
Further details regarding the terms of the Arrangement are set out in Centenario’s management information circular dated February 27, 2009, which is available at www.sedar.com.
Quadra Mining Ltd. is a Vancouver based copper mining company. Quadra was launched as a public company in 2004 with a business plan of becoming a mid-tier base metals development and operating company. Quadra’s strategic plan is to grow by acquiring assets, accessing and developing attractive projects held by exploration focused companies and seeking merger opportunities within the small to mid-tier sector. The plan was launched with the acquisition and restart of the Robinson Mine in Nevada in 2004 and has continued with the purchase and construction of its second producing asset, the Carlota Mine in Arizona. The Robinson Mine produced a record 159.7 million pounds of copper and 137,628 ounces of gold in concentrate during 2008. Quadra also owns Sierra Gorda, an advanced and potentially world class development copper project in Region II, Chile.
Centenario was founded in 2004 with the goal of becoming a mid-tier copper producer and consolidator, active in regions of low sovereign risk. Centenario currently operates exclusively in Regions II and III of Chile.
Its principal asset, the Franke Property (“Franke Project”), located in Region II, is currently in construction and is projected to produce 30,000 tonnes of cathode copper per year, starting in early 2009. Centenario believes that the contiguous Pelusa Property is highly prospective for developing additional leachable copper resources for processing at the Franke Project plant. The Pan de Azucar Property, located 45 km from the Franke Project, is currently being evaluated as a possible nucleus for a second property cluster. Centenario continues to evaluate other “in region” clustering opportunities which could reinforce its existing property portfolio.
This Press Release contains “forward-looking information” within the meaning of applicable securities laws. This forward-looking information includes, but is not limited to, the expectations of Quadra and Centenario with respect to the satisfaction of the conditions to complete the Arrangement, information regarding the business, operations and financial condition of Centenario, statements with respect to the funds required to bring the Frank Project into positive cash flow and statements with respect to future production at the Franke Project that are based on Centerario’s published expectations, estimates, forecasts and projections. Quadra has not independently established this forward-looking information regarding Centenario or assessed the assumptions underlying it. Forward-looking information contained in this Press Release also includes the expectations of Quadra with respect to the proposed acquisition of Centenario by Quadra, and information regarding the business, operations and financial condition of Quadra. Centenario has not independently established this forward-looking information regarding Quadra or assessed the assumptions underlying it.
Forward-looking information contained in this Press Release is subject to known and unknown risks, uncertainties and other factors that are not within the control of Quadra or Centenario and which may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, and are developed based on assumptions about such risks, uncertainties and other factors set out herein including, but not limited to:
* Uncertainties related to the satisfaction of the conditions required to complete the Arrangement.
* Uncertainties related to whether all required third-party, court, regulatory and governmental approvals to the Arrangement will be obtained, or other conditions to the completion of the Arrangement will be satisfied or waived.
* Uncertainties with regards to the anticipated synergies and other benefits resulting from the Arrangement.
* Uncertainties related to the accuracy of the reserve and resource estimates at the Franke Project and the geotechnical and density factors and diminishing quantities or grades of reserves.
* Uncertainty that there is sufficient water and acid supply to adequately accommodate the amount of mine production estimated.
* Uncertainties related to expected mining production rates, timing of production and the associated metal recoveries in the current heap leach piles and future ore phases.
* Unusual or unexpected formations, seismic activity, cave-ins, flooding, pressures, pit wall failures and other similar incidents (and the risk of inadequate insurance or inability to obtain insurance to cover these risks).
* Operating and technical difficulties in connection with mining development or production activities.
* Uncertainties related to judicial or regulatory proceedings.
* Changes in, and the effects of, the laws, regulations and government policies affecting mining operations, particularly laws, regulations and policies relating to:
mine expansions, environmental protection and associated compliance costs arising from exploration, mine development, mine operations, reclamation and mine closures;
expected effective future tax rates in Chile where the Franke Project is located;
the protection of the health and safety of mine workers; and
mineral rights ownership in Chile, where the Franke Project is located.
* Changes in general economic conditions, the financial markets and in the demand and market price for commodities, such as diesel fuel, petroleum, steel, concrete, electricity and other forms of energy, mining equipment, operating supplies, and fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Chilean Peso.
* Environmental issues and liabilities associated with mining including processing and stock piling ore and spent ore.
* Labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in Chile, or extreme weather conditions, environmental hazards, industrial accidents or other events or occurrences, including third party interference that interrupt the production of minerals in Chile.
This list is not exhaustive of the factors that may affect forward-looking information contained in this Press Release. All forward-looking information contained in this Press Release is subject to the assumptions, disclaimers and risks contained in the public disclosure of Centenario and Quadra available at www.sedar.com, including, but not limited to, the Annual Information Form for the year ended December 31, 2008 for each of Centenario and Quadra. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information.