5N Plus inc.

5N Plus inc.

March 21, 2011 15:36 ET

5N Plus Announces $125.0 Million Bought-Deal New Issue of Subscription Receipts

MONTREAL, QUEBEC--(Marketwire - March 21, 2011) -


5N Plus Inc. (TSX:VNP) ("5N Plus") announced today that it has agreed to issue 13,590,000 subscription receipts from treasury on a bought-deal basis to a syndicate of underwriters led by National Bank Financial Inc. The subscription receipts will be issued at a price of $9.20 per share, for gross proceeds to 5N Plus of $125.0 million. 5N Plus has also granted the underwriters an over–allotment option to purchase 2,038,500 additional subscription receipts at the same price and upon the same terms and conditions, exercisable in whole or in part for a period of 30 days following closing. If the over-allotment option is fully exercised, the total gross proceeds to 5N Plus from the sale of the subscription receipts will be approximately $143.8 million. Closing of the offering is expected to occur on or about April 11, 2011.

5N Plus intends to use the proceeds of the offering to fund a portion of the purchase price of its previously-announced acquisition of MCP Group SA (the "Acquisition"). The Acquisition is expected to close on or about April 11, 2011, subject to selected confirmatory due diligence and customary closing conditions.

Upon closing of the Acquisition, each subscription receipt will automatically be exchanged for one common share of 5N Plus without any further action on the part of the holder and without payment of additional consideration. In the event that the closing of the Acquisition occurs on or prior to the closing of the offering, investors will receive common shares in lieu of subscription receipts.

The proceeds from the sale of the subscription receipts will be held by a trust company, as escrow agent, and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until exchange or termination of the subscription receipts. If the closing of the Acquisition does not occur on or before May 31, 2011, or is terminated at any earlier time, the subscription receipts will be terminated and cancelled, and the full purchase price of the subscription receipts will be returned to holders of subscription receipts, together with their pro rata portion of interest earned thereon.

The subscription receipts will be offered in all provinces of Canada by means of a short form prospectus. Closing of the offering is subject to certain conditions, including receipt of the approval of the Toronto Stock Exchange and all other necessary regulatory approvals.

This press release is not an offer to sell, or a solicitation of an offer to buy, any securities. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.

About 5N Plus Inc.

5N Plus Inc. draws its name from the purity of its products, 99.999% and higher (five nines or 5N). Its head office is located in Montreal, Québec. 5N Plus owns four material subsidiaries, 5N PV GmbH (Eisenhüttenstadt, Germany), Firebird Technologies Inc. (Trail, B.C.), 5N Plus Corp. (DeForest, Wisconsin) and Sylarus Technologies, LLC (St. George, Utah). 5N Plus is a fully-integrated producer and closed-loop recycler of highly-purified metals, compounds and wafers. It uses a range of proprietary and proven technologies to produce metals such as tellurium, cadmium, germanium, indium, antimony, selenium and related compounds, including cadmium telluride, cadmium sulphide and indium antimonide. 5N Plus' products are critical precursors used in a number of electronic applications, including the solar photovoltaic, radiation detector and infrared markets.

Forward-Looking Statements and Disclaimer

Certain statements in this press release may be forward-looking. Forward-looking statements are based on the best estimates available to 5N Plus at the time and involve known and unknown risks, uncertainties and other factors that may cause 5N Plus' actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A description of the risks affecting 5N Plus' business and activities appears under the heading "Risks and Uncertainties" in Management's Discussion and Analysis on pages 27 to 29 of 5N Plus' 2010 Annual Report, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that 5N Plus will derive therefrom. In particular, no assurance can be given that the offering of subscription receipts or the acquisition of MCP Group SA by 5N Plus will be completed or as to the future financial performance of 5N Plus or MCP Group SA. 5N Plus disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.

Additional information about 5N Plus is available on its Web site at www.5nplus.com.

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