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Message: To Acquire Centenario Copper Corporation
| February 9, 2009 |
| Quadra Mining Ltd. to Acquire Centenario Copper Corporation |
| VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwire - Feb. 9, 2009) - Quadra Mining Ltd. ("Quadra" or the "Company") (TSX:QUA) and Centenario Copper Corporation ("Centenario") (TSX:CCT) are pleased to announce that they have entered into a definitive agreement whereby Quadra is expected to acquire, by Plan of Arrangement, 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 "Transaction"). The consideration to Centenario's shareholders represents approximately a 6.6% premium on the 20-day volume weighted average trading price of both companies on the TSX and approximately a 12.9% premium over Centenario's closing price as at February 6th, 2009. Centenario's principal asset is the Franke SX/EW, heap leach project in northern Chile, containing an NI 43-101 compliant estimated mineral reserve, as prepared by Centenario's QPs, of 41.7 million tonnes with an average grade of 0.75% total copper. The Franke processing plant is designed with a nominal design capacity of 70 million pounds of annual production of copper cathode over its estimated current 8.6 year mine life. The mineral reserves reflect today's release by Centenario of an updated mine plan, mineral reserves and operating and capital costs for the Franke project (the "Updated Information"). Centenario is currently preparing a new NI 43-101 compliant report which will include the Updated Information and other prescribed information which will be issued prior to the mailing of the Information Circular to Centenario shareholders. Quadra is aware of the input data, as provided under a confidentiality agreement, and has considered this in its offer to Centenario, but has not been involved in the new 43-101 as above. On November 13, 2008, Centenario reported that the Franke project faced a projected funding shortfall of US$ 26 million, due to additional capital and working capital requirements. On November 20, 2008 Centenario reported that, with the consent of its lenders (the "Lenders"), it had repurchased a portion of its outstanding 2010 copper hedge contracts for net proceeds of US$26 million (the "Hedge Proceeds"), which were placed into an escrow account with its Lenders. The release of the Hedge Proceeds were subject to i) the completion, to the satisfaction of the Lenders, of due diligence activities underway by the Lenders' Technical Agent in relation to an updated Franke Development Plan and ii) the Company's ability to continue to meet the terms of the existing Franke Credit Facility, or such amendments as the Lenders shall require. As of the date hereof, Centenario has not yet reached agreement with its Lenders for the release of the Hedge Proceeds, or an equity funded Cost Overrun account and the remaining credit available under the facility. The combination with Quadra should allow Centenario to restructure or refinance its existing loan and resolve its funding shortfall. Based on the currently anticipated restructured debt amount, Quadra and Centenario estimate that an additional US$25 million in funding will be required to bring the Franke project to positive cash flow, based on the current Centenario start-up schedule. In connection with the Transaction and to provide Centenario with liquidity support, Quadra has agreed to loan Centenario up to US$3.5 million and subscribe for 10.24 million treasury common shares of Centenario, at a subscription price of CDN $0.80 per share, for a total aggregate investment of approximately US$10 million. The loan and share subscription are conditional upon, among other things, Centenario entering into a commitment letter with its existing or new lenders, by no later than March 31, 2009, with respect to the restructuring or refinancing (the "Centenario Debt Restructuring") of Centenario's senior indebtedness on terms that are acceptable to Quadra, in its sole discretion and judgment, and the approval of the TSX. The proceeds from the loan and subscription will be used by Centenario for the Franke project, and form part of the estimated US$25 million net funding need. Upon completion of the plan of arrangement, Quadra would commit the remaining portion of the US$25 million funding required by the Franke project , based on the current Centenario start-up schedule. Highlights of the Transaction: The benefits to shareholders of the combined Company from the acquisition by Quadra of Centenario include the following: - Accelerates production growth with an anticipated additional 70 million lbs of annual copper production - an increase of approximately 30% in Quadra's anticipated annual copper production by 2010. - Quadra's proven development team is uniquely positioned to complete the Franke project having successfully completed and brought into production the Carlota heap leach/SW-EW operation in 2008. - Proforma company maintains a comfortable cash balance, post capital and working capital injections in the Franke project. - Lowers average cost of Quadra's production as the Franke project is expected to have an operating cash cost of less than US$1.30 per pound of copper produced, based on the Updated Information provided by Centenario. - Establishes copper production presence in northern Chile with potential for future synergies with Quadra's nearby advanced Sierra Gorda project. - Creates a diversified asset base across multiple producing mines and a strong portfolio of internal growth projects by adding the Franke project and related satellite properties to Quadra's existing development projects at Sierra Gorda and Malmberg. - Continues strategy of building a portfolio of quality copper producing assets in low political risk jurisdictions and strongly positions the combined company for continued copper-focused base metals consolidation. - Accretive to Quadra's cash flow and earning per share upon full production. Paul Blythe, President and CEO of Quadra said, "The acquisition of Centenario Copper Corporation is a perfect fit to our strategic growth plan of becoming a mid-tier, copper focused metals producer and represents excellent value for our shareholders. With our technical expertise, development and funding capability, Quadra has all the required skills to complete the construction and undertake the ramp up to full production. The transaction further de-risks Quadra through the diversification of cash flow sources across multiple projects and by 2010, Quadra, is expected to produce approximately 275-300 million lbs of copper per year, all in low political risk jurisdictions, making it one of the larger mid tier copper producers." Richard Colterjohn, President and CEO of Centenario Copper Corporation said, "The transaction provides Centenario shareholders continued exposure to the Franke project while leveraging Quadra's technical expertise and financial strength. I am confident in their ability, as proven operators at Robinson and at their recently developed Carlota SX/EW mine, to ramp up the Franke Project to its 70 million pound annual production capacity as quickly and effectively as possible. I believe that Centenario shareholders should benefit from Quadra management's clearly articulated vision of becoming a leading consolidator and premier investment vehicle in the mid-tier copper space, which offers the significant potential for a positive re-rating of Quadra's shares, both as a result of this transaction and longer term." Terms of the Transaction The Transaction will be structured as a Plan of Arrangement under the Business Corporations Act (British Columbia). Upon completion of the Plan of Arrangement, all outstanding Centenario common shares will be automatically exchanged on the basis of 0.28 Quadra common shares for each whole Centenario common share. The Plan of Arrangement is subject to completion of the Centenario Debt Restructuring on terms acceptable to Quadra, in its sole discretion and judgment. Although Quadra is optimistic that the Centenario Debt Restructuring will be completed, there can be no assurance that it will be completed on terms acceptable to Quadra or at all. The arrangement agreement also provides for, among other things, a non-solicitation covenant on the part of Centenario, subject to customary "fiduciary out" provisions that entitle Centenario to consider and accept a superior proposal, a right in favour of Quadra to match any superior proposal and the payment to Quadra of a termination payment equal to $2.1 million, under certain circumstances. Insiders holding 16.9% of the outstanding shares of Centenario have entered into agreements to vote for the transaction. Upon completion of the Transaction, Quadra will have approximately 80.3 million common shares outstanding, of which current Quadra shareholders will own 82.2% and former Centenario shareholders will own 17.8%. Closing Closing of the transaction is subject to customary conditions, including approval by a favorable vote of at least 66 2/3% of the votes cast in person or by proxy by Centenario shareholders at the special shareholders' meeting, and the receipt of court and necessary regulatory approvals. Closing is also subject to completion of the Centenario Debt Restructuring. An information circular for the special shareholders' meeting of Centenario is expected to be mailed by early March 2009 and Centenario plans to hold the special meeting to approve the Transaction prior to April 30, 2009. The transaction is expected to close shortly thereafter. Technical Services Agreement Quadra and Centenario have entered into a Technical Services Agreement to facilitate Quadra's operating support for the development of the Franke project prior to the closing of the transaction, whereby Quadra will provide personnel to aid in the completion and precommissioning of the Franke plant and the ramp up to full production. Both companies will work towards effecting the restructuring of Centenario's indebtedness, completing the Franke construction, and commencing ramp up in order to reach commercial copper production by mid 2009. Board Recommendations The combination has been unanimously approved by the boards of directors of Quadra and Centenario. The board of directors of Centenario, and a special committee of independent directors created by Centenario to oversee this process, has determined that the transaction is in the best interests of Centenario's shareholders and unanimously recommends that holders of Centenario shares vote in favour of the transaction. Each director and officer, in aggregate holding 16.9% of the Centenario common shares, has entered into a support agreement to vote in favour of the transaction. Advisors Macquarie Capital Markets Canada Ltd. acted as financial advisor to Quadra. McCarthy Tetrault LLP acted as Quadra's legal counsel. Canaccord Capital Corporation acted as financial advisor to Centenario and has provided a fairness opinion to the board of directors of Centenario that the Transaction is fair, from a financial point of view, to Centenario shareholders. Blake, Cassels & Graydon LLP acted as Centenario's legal counsel. About Quadra: 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 ("Robinson") in Nevada in 2004 and has continued with the purchase and construction of its second producing asset, the Carlota Mine ("Carlota") in Arizona. Robinson 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. About Centenario The Company 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, 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. The Company believes that the contiguous Pelusa Property is highly prospective for developing additional leachable copper resources for processing at the Franke plant. The Pan de Azucar Property, located 45 km. from the Franke Property, is currently being evaluated as a possible nucleus for a second property cluster. The Company continues to evaluate other "in region" clustering opportunities which could reinforce its existing property portfolio. Conference Call Senior Management will host a joint webcast / conference call regarding this transaction: The details are as follows: Date: February 9th , 2009 Time: 8:00 am PST (11.00am EST) Webcast: http://www.quadramining.com or http://www.centenariocopper.com Dial in: 1-416-695-9757 or Toll Free in Canada and the U.S. 1-866-542-4270 Replay: 1-416-695-5800 or Toll Free in Canada and the U.S. 1-800-408-3053 Replay Passcode: 3282821 |
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