TORONTO, ONTARIO (TSX VENTURE: IZN) is pleased to announce that
it has mailed to shareholders a Management Information Circular in
respect of the proposed acquisition (the "Acquisition") of
approximately 92% of the issued and outstanding shares of Compania
Minera Condestable S.A. ("CMC") from Trafigura Beheer B.V.
("Trafigura"), as previously announced on September 19, 2007. CMC
is the owner and operator of a copper/gold property located 90 km
south of Lima, Peru which has been in continuous production under
Trafigura's ownership since 1998. The acquisition of CMC will
transform Iberian into an immediate copper producer and provide
immediate cash flow to complete the Company's development of the
Aguas Tenidas Project located in Spain.
In connection with the Acquisition, the Company has entered into
a definitive share purchase agreement dated November 20, 2007 (the
"Acquisition Agreement") with Trafigura pursuant to which the
Company will purchase all of the issued and outstanding shares of
Urion Worldwide Investments Limited ("Urion"), a wholly-owned
subsidiary of Trafigura, and the holder of approximately 92% of the
issued and outstanding shares of CMC. As partial consideration for
the Acquisition, the Company will issue to Trafigura, 65,990,833
common shares in the capital of the Company ("Common Shares") at a
deemed price of $1.80 per Common Share for a deemed aggregate issue
price of US$115 million (exchange rate of US$1.00 = $1.0329).
Trafigura has also been granted a 46% net operating profit ("NPI")
of CMC for a term of four years commencing January 1, 2011 payable
in cash or, at the option of Trafigura and subject to regulatory
approval, including the approval of the TSX Venture Exchange, in
Common Shares. The Acquisition is a non-arms' length transaction as
Trafigura is a related party of Iberian, currently holding
approximately 21% of the issued and outstanding capital of
Iberian.
The Company has also entered into a definitive credit agreement
dated November 20, 2007 (the "Loan Facility") with Trafigura, for a
$20 million unsecured loan facility bearing interest at LIBOR + 1%.
The Loan Facility provides for drawdowns in minimum amounts of
$500,000 which will only be available if the Company has
insufficient funds (less than $10 million cash on hand) and shall
be used for the development of the Aguas Tenidas Project. In the
event that the Company has any excess cash on hand, it is required
to immediately make payments in respect of the outstanding amount
under the Loan Facility. Trafigura may agree, on request by the
Company, to provide up to $60 million of additional financing to
the Company on the same terms as the Loan Facility.
On closing of the Acquisition, Trafigura will enter into a
registration rights agreement pursuant to which the Company shall
grant Trafigura the right to nominate 3 of 7 directors to Iberian's
Board of Directors, in addition to certain registration rights,
piggy-back rights and pre-emptive rights, based on the percentage
of Common Shares held by Trafigura. Trafigura will also be subject
to restrictions on its ability to dispose, sell or encumber any
Common Shares representing more than 20% of the issued and
outstanding share capital of the Company.
The Board of Directors of Iberian, including members of the
Special Committee, received an opinion from its financial advisor,
Orion Securities Inc., that the acquisition is fair from a
financial point of view to the shareholders of Iberian, other than
Trafigura (in respect of whom no opinion was provided) and are
recommending that shareholders approve the Acquisition. The
Acquisition is conditional upon, among other things, the approval
of the majority of votes cast by Iberian's minority shareholders at
the shareholders' meeting and the approval of the TSX Venture
Exchange. The Iberian shareholders' meeting will be held on
December 19, 2007 in Toronto, Ontario and the Acquisition is
expected to close on or before January 30, 2008. Upon completion of
the Acquisition, Trafigura will hold approximately 42% of the
issued and outstanding Common Shares, Urion will be a wholly-owned
subsidiary and CMC will be a 92% owned subsidiary of Iberian.
Further details of the transaction can be found in the Management
Information Circular of Iberian, as filed on SEDAR at
www.sedar.com.
Shareholders are cordially invited to attend the Iberian
shareholders' meeting on December 19, 2007 which will be held at
the Toronto Board of Trade in Toronto, Ontario at 10:00 a.m. EST.
Shareholders are encouraged to complete and return the proxy or
voting instruction form included with the Management Information
Circular as soon as possible in order to cast their vote on the
proposed transaction. The proxy or voting instruction form has
instructions on how to complete and return the proxy or voting
instruction form, as applicable along with the deadlines for
submission. If you have any questions on how to complete and return
the proxy or voting information form, please contact the Company's
proxy solicitation agent, Georgeson Inc. at 1.888.605.8405.
The Board of Directors of Iberian has determined that the
Acquisition is fair and in the best interest of Iberian
shareholders and recommends that Iberian shareholders vote in
favour of the Acquisition.
Orion Securities Inc. acted as the sole financial advisor to
Iberian and Cassels Brock & Blackwell LLP acted as Iberian's
legal advisor. Stikeman Elliott LLP acted as legal advisor for
Trafigura.
About Iberian Minerals Corp.
Iberian is a company engaged in the business of exploring for,
with the ultimate goal of developing and producing, base metals.
Iberian is a corporation amalgamated under the Business
Corporations Act (New Brunswick) and subsequently continued under
the laws of Canada pursuant to the provisions of the CBCA. The
Corporation's registered office and head office is located at 366
Bay Street, Suite 1100, Toronto, Ontario, M5H 4B2.
Iberian, through its wholly owned subsidiary MATSA, is the owner
of the Aguas Tenidas Project, which is a 100% owned copper/zinc
property located in the Region of Andalucia, Spain, comprising
investigation permits and mining concessions covering 222.6 km2 of
land. On January 20, 2006 the Corporation announced that a
feasibility report on the Aguas Tenidas Project had been completed
by SRK Consulting of Cardiff U.K. demonstrating the technical
feasibility and economic viability of the project. Elements of the
feasibility report were subsequently updated by Adam Wheeler and
RSG Consulting Pty Ltd., as announced by Iberian on May 22, 2007.
The Corporation, through MATSA, also holds an extensive land
position of exploration properties within the Iberian Pyrite Belt.
Iberian has signed a life-of-mine offtake agreement with Trafigura
for the sale of all its metal concentrates from the Aguas Tenidas
Project.
About Trafigura Beheer B.V.
Trafigura Beheer B.V. is one of the largest independent
commodities traders worldwide, employing over 1,500 people
operating 50 offices in 36 countries. Trafigura is a privately
owned company, incorporated under the laws of the Netherlands.
Trafigura is the second largest base metal trader and the third
largest independent oil trader in the world. Trafigura currently
holds 39,429,858 Common Shares, representing approximately 21% of
the issued and outstanding Common Shares as at November 1, 2007 and
on closing of the Acquisition will hold 105,420,691 Common Shares
representing approximately 42% of the issued and outstanding Common
Shares.
FORWARD LOOKING STATEMENTS:
This news release contains certain "forward-looking statements"
and "forward-looking information" under applicable securities laws
concerning Iberian's transactions with Trafigura. Except for
statements of historical fact, certain information contained herein
constitutes forward-looking statements. Forward-looking statements
are frequently characterized by words such as "plan", "except",
"project", "intend", "believe", "anticipate", "estimate", and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made, and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Assumptions upon which
such forward-looking statements are based included that
transactions will be completed, that all required third party
regulatory, governmental and shareholder approvals for transactions
will be obtained and all other conditions to completion of the
transactions will be satisfied or waived. Many of these assumptions
are based on factors and events that are not within the control of
Iberian or Trafigura and there is no assurance they will prove to
be correct. Factors that could cause actual results to vary
materially from results anticipated by such forward-looking
statements include the Iberian shareholders failing to obtain
minority shareholder approval in respect of the Acquisition,
failure to reach definitive agreements in respect of the
contemplated transactions, as well as changes in market conditions
and other risk factors discussed or referred to in the annual
Management's Discussion and Analysis for Iberian and the
Management's Information Circular, both of which have been filed
with the applicable securities regulatory authorities and are
available at www.sedar.com. Although Iberian has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Iberian undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release
Contacts: Iberian Minerals Corp. Peter Miller (416) 815-8588
Iberian Minerals Corp. Norman Brewster (416) 815-8588
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