- Immediate and attractive premium of 29% to Josemaria's 10-day VWAP on the TSX for Josemaria shareholders
- Option to select cash or Lundin Mining shares, subject to proration, without any financing conditions
- Opportunity for continued economic participation in the future potential of the Josemaria project while
- gaining exposure to Lundin Mining's diversified portfolio of high-quality operating mines, sector-leading
- production growth, and free cash flow generation in a robust base metals price environment
- Removes dilution and reduces commodity, development, and execution risk relative to a standalone development plan
- Lundin Mining has the technical, development, operating and financial capabilities to advance Josemaria as one of the world's next copper producers, further enhancing its top tier potential
- Lundin Mining is committed to the highest standards of ESG and will be a responsible steward for all Josemaria stakeholders
Under the terms of the Transaction, Josemaria shareholders will receive total consideration of approximately
Details of the Transaction
The Transaction, which is not subject to any financing conditions, will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require approval by (1) 66⅔% of the votes cast by Josemaria Resources shareholders, and (2) 66⅔% of the votes cast by Josemaria Resources security holders (comprised of shareholders and optionholders), at a special meeting expected to be held to consider the Transaction. In addition to approval by Josemaria Resources security holders, the Transaction is also subject to the receipt of court approval, regulatory approvals including approval by the TSX, the approval by the
The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Josemaria Resources and a right for Lundin Mining to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of
Josemaria Resources Board of Directors and Special Committee Recommendations
A special committee comprised of independent directors of Josemaria Resources (the "Special Committee") unanimously recommended the Transaction to the board of directors of the Company (the "Josemaria Board"). The Josemaria Board has evaluated the Arrangement Agreement with the Company's management and legal and financial advisors and, following the receipt and review of the unanimous recommendation from the Special Committee, the Josemaria Board unanimously (subject to certain directors declaring a conflict and abstaining from voting on the matter) determined that the Transaction is in the best interest of the Company, approved the Transaction and recommended that the Company's securityholders vote in favour of the Transaction, all subject to the terms and conditions contained in the Arrangement Agreement.
Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by Josemaria Resources under its profile at www.sedar.com. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Josemaria Board and how Josemaria shareholders can participate in and vote at the special meeting to be held to consider the Transaction, will be provided in the management information circular for the special meeting which will be mailed to shareholders and also filed at www.sedar.com. Shareholders are urged to read these and other relevant materials when they become available.
Interim Financing To Be Provided By Lundin Mining
Lundin Mining has agreed in the Arrangement Agreement to provide the Company with a loan in the principal amount of
Advisors and Counsel
Conference Call and Webcast Details
A telephone conference call and webcast with Lundin Mining and Josemaria Resources management to discuss the Transaction will be held at
Call-in number for the conference call (
Call-in number for the conference call (North America Toll Free): + 1 877 223 4471
Call-in number for the conference call (
To view the live webcast presentation, please log on using this direct link:
https://onlinexperiences.com/Launch/QReg/ShowUUID=EB73B89B-B0D5-401F-A922-2AC3DC550CD3
The presentation slideshow will also be available in PDF format for download from the Josemaria website www.josemariaresources.com before the conference call.
A replay of the telephone conference will be available after the completion of the conference call until
Replay numbers:
The passcode for the replay is: 6689651
A replay of the webcast will be available by clicking on the direct link above.
ABOUT JOSEMARIA
ADDITIONAL INFORMATION
This is information that the Company is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, on
On behalf of the Board of Directors of Josemaria Resources,
President and CEO
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TSX: JOSE | OTCQB: JOSMF | Nasdaq Stockholm: JOSE | WKN: A2PN5S | ISIN: CA48086P1009
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, including, without limitation, the consummation and timing of the Transaction; the satisfaction of the conditions precedent to the Transaction; the strengths, characteristics and potential of Lundin Mining post-Transaction; timing, receipt and anticipated effects of court and regulatory approvals; the impact of the Transaction on employees and local stakeholders; and discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto. Forward-looking information is frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. These forward-looking statements may also include statements regarding perceived merit of properties; exploration plans and budgets; mineral reserves and resource estimates; work programs; capital expenditures; timelines; strategic plans; market prices for precious and base metals; or other statements that are not statements of fact. In addition, statements relating to "mineral resources" and "mineral reserves" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources and mineral reserves described can be profitably produced in the future.
Forward-looking information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Company's expectations include failure to receive the required court and regulatory approvals to effect the Transaction; changes in laws, regulations and government practices; the potential of a third party making a superior proposal to the Transaction; risks pertaining to the outbreak of the global pandemics, including COVID-19; government regulation of mining operations; environmental risks; and other risks and uncertainties disclosed in the Company's periodic filings with Canadian securities regulators and in other Company reports and documents filed with applicable securities regulatory authorities from time to time, including the Company's Annual Information Form available under the Company's profile at www.sedar.com. In addition, these statements involve assumptions made with regards to the Company's ability to develop the
SOURCE
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