BCSC Rules in Inmet's Favour and Orders Cease Trade of Petaquilla's Poison Pill and Proposed Note Offering
TORONTO, CANADA--(Marketwire - Oct. 31, 2012) -
All dollar references below in $Cdn, unless indicated
Inmet Mining Corporation (TSX:IMN) ("Inmet") announced today that the British Columbia Securities Commission ("BCSC") has granted Inmet's request to cease trade the Petaquilla Minerals Ltd. ("Petaquilla") shareholders rights plan (the "Petaquilla Poison Pill"). The cease trade order will become effective on November 2, 2012 at 1:30 p.m. (Pacific Daylight Time), unless Petaquilla takes steps to waive the Petaquilla Poison Pill in relation to Inmet's offer for all of the issued and outstanding common shares of Petaquilla. Inmet's offer remains open for acceptance until 11:59 p.m. (Vancouver time) on November 5, 2012, and shareholders are urged to follow their broker's instructions to tender their Petaquilla shares in advance of brokerage cut-offs ahead of this deadline.
The BCSC has also ordered the cease trade of any securities that may be issued in connection with Petaquilla's proposed US$210 million senior secured note offering (the "Proposed Note Offering"), unless Inmet does not purchase shares pursuant to the offer. It is a condition of Inmet's offer that Petaquilla shall not have completed the Proposed Note Offering or any other debt or equity financing.
How to Tender
Petaquilla shareholders are encouraged to continue tendering their shares by completing the Letter of Transmittal included in the documents mailed to them by Inmet. Laurel Hill Advisory Group, the depositary and information agent for the Offer, is available to assist and can be reached at 1-877-452-7184 or 1-416-304-0211. For shareholders whose certificates are not immediately available or who cannot deliver the certificates and all other required documents to Laurel Hill prior to the expiry time, they may accept the Offer by properly completing and duly executing a Notice of Guaranteed Delivery and returning it to Laurel Hill as specified in the Notice of Guaranteed Delivery. If Petaquilla shares are held by a broker or other financial intermediary, Petaquilla shareholders should contact such intermediary and instruct it to tender their Petaquilla shares.
The Offer remains open for acceptance until 11:59 p.m. (Vancouver time) on Monday, November 5, 2012, unless extended or withdrawn. The Offer is subject to certain conditions, including among other things, minimum acceptance of the Offer by Petaquilla shareholders holding at least 50.1 percent of the outstanding shares of Petaquilla calculated on a fully-diluted basis, the Petaquilla shareholder rights plan being waived, invalidated or cease-traded, the absence of any material adverse change in Petaquilla, and Petaquilla not completing or entering into any binding agreement with respect to its Proposed Note Offering. Full details of the Offer are included in the formal offer and take-over bid circular of Inmet dated September 27, 2012, as amended by the notice of variation dated October 25, 2012.
Inmet has filed with the United States Securities and Exchange Commission ("SEC") (i) a registration statement on Form F-80 and amendment No. 1 thereto on Form F-80/A and (ii) a tender offer statement on Schedule 14D-1F and amendment No. 1 thereto on Schedule 14D-1FA in connection with the Offer, which are available free of charge through the web site maintained by the SEC at www.sec.gov, or by calling the SEC at telephone number 800-SEC-0330.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Inmet or Petaquilla.
Securities regulators encourage companies to disclose forward-looking information to help investors understand a company's future prospects. This press release contains forward-looking information. These are "forward-looking" because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, expect, anticipate, and believe or other similar words. Forward-looking statements (including with respect to the Offer) are based on assumptions that we believe to be reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our business or events that happen after the date of this press release. You should not place undue reliance on forward-looking statements.
Inmet is a Canadian-based global mining company that produces copper and zinc. We have three wholly-owned mining operations: Cayeli (Turkey), Las Cruces (Spain) and Pyhasalmi (Finland). We also have an 80 percent interest in Cobre Panama, a development property in Panama, currently in construction.
This press release is also available at www.inmetmining.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Inmet Mining Corporation
Director, Investor Relations
Laurel Hill Advisory Group
Toll-Free 1-877-452-7184 or (416) 304-0211