Consolidated Thompson Iron Mines Limited

Consolidated Thompson Iron Mines Limited

March 09, 2011 16:43 ET

Consolidated Thompson Iron Mines Limited Announces Consent Solicitation With Respect to 5% Convertible Unsecured Subordinated Debentures

MONTREAL, QUEBEC--(Marketwire - March 9, 2011) - Consolidated Thompson Iron Mines Limited (TSX:CLM) ("CLM") today announced that CLM has commenced a solicitation of consents (the "Consent Solicitation") to amend the trust indenture (the "Indenture") governing its Convertible Unsecured Subordinated Debentures due November 30, 2017 (the "Convertible Debentures"). The terms and conditions of the Consent Solicitation are set out in the consent solicitation statement of CLM dated March 9, 2011 (the "Consent Solicitation Statement").

The purpose of the Consent Solicitation is to obtain approval for proposed amendments to the Indenture (the "Proposed Amendments"). The Proposed Amendments, if they become effective, would permit CLM to redeem any outstanding Convertible Debentures for cash at the redemption price set out in the Consent Solicitation Statement, and on the other terms and conditions set out in the Consent Solicitation Statement, at any time after the expiration of a Cash Change of Control Conversion Period (as defined in the Indenture) relating to a Cash Change of Control (as defined in the Indenture) in which the consideration per common share of CLM consists entirely of cash. The Proposed Amendments require the consent of the holders of 66 2/3% of the principal amount of the outstanding Convertible Debentures (the "Requisite Consents"). If the Proposed Amendments become effective, it is expected that promptly after the consummation of the acquisition of CLM by Cliffs Natural Resources Inc. ("Cliffs") pursuant to the plan of arrangement announced on January 11, 2011 and the expiration of the Cash Change of Control Conversion Period relating thereto, CLM will redeem any Convertible Debentures that then remain outstanding. The proposed acquisition is subject to various closing conditions including regulatory approvals.

The Consent Solicitation will be open at least until 5:00 p.m. (Eastern Time) on April 5, 2011, unless extended or cancelled by CLM; provided, however, that the Consent Solicitation will automatically expire at 5:00 p.m. (Eastern Time) on March 22, 2011 if the Requisite Consents have been received by such time. 

Beneficial owners of the Convertible Debentures whose Convertible Debentures are held in the name of a broker, dealer, commercial bank, trust company or other intermediary, or in the name of a clearing agency of which such intermediary is a participant, should contact such intermediary promptly and obtain and follow their intermediary's instructions with respect to the applicable consent procedures and deadlines, which may be earlier than the deadlines set out in the Consent Solicitation Statement.

Those holders of Convertible Debentures who validly deliver a consent to the Proposed Amendments, where such consent is accepted, may be eligible to receive a consent fee as set out in the Consent Solicitation Statement, subject to the satisfaction or waiver of various conditions as described in the Consent Solicitation Statement. If holders of Convertible Debentures collectively deliver consents that exceed the Requisite Consents, an election may be made by CLM (at the direction of Cliffs) to prorate the acceptance of consents (subject to rounding at CLM's discretion). Concurrently with the payment of a consent fee in respect of a consent that has been accepted by CLM, CLM will pay a soliciting dealers' fee, on the terms and conditions set out in the Consent Solicitation Statement, to the dealer who solicited such consent.

The record date for purposes of the Consent Solicitation is 5:00 p.m. (Eastern Time) on March 8, 2011. The effectiveness of the Proposed Amendments and the payment of the consent fee and the soliciting dealers' fee are subject to the satisfaction or waiver of the conditions set out in the Consent Solicitation Statement. 

This press release is neither a solicitation of consents, an offer to purchase the Convertible Debentures nor a solicitation of an offer to sell securities. The Consent Solicitation is being made solely by the Consent Solicitation Statement. 

Requests for assistance in completing an appropriate consent form or requests for copies of the Consent Solicitation Statement, an appropriate consent form or other related documents should be directed to the Information Agent, Georgeson Shareholder Communications Canada Inc., at 100 University Ave., 11th Floor, Toronto ON M5J2Y1, or by calling the Toll-Free Number 1-866-374-9879 or by email to Questions concerning the terms of the Consent Solicitation should be directed to the Solicitation Agent, CIBC World Markets Inc., at 161 Bay Street, 6th Floor, Toronto ON M5J2S8 or by calling 416-594-8751 or 416-956-3702.

About Consolidated Thompson Iron Mines Limited

Consolidated Thompson Iron Mines Limited is a mining company with mineral exploration and development activities focused on iron ore. Based in Montreal, Canada, it has iron ore rich mining properties in the well known Labrador Trough that spans North-Eastern Quebec and Western Newfoundland and Labrador. It is currently operating the Bloom Lake mine and moving towards an initial production rate of 8.0 million tonnes per year of high quality iron ore concentrate. CLM is listed on the Toronto Stock Exchange under the symbol 'CLM' and is part of several S&P/TSX indices including the S&P/TSX Composite Index.

Forward-Looking Information Cautionary Notice

Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes ''forward-looking information'' under Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the transactions referred to above, the receipt of all necessary approvals and the expected time of closing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intend","anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including but not limited to the time required to consummate the proposed transactions, the satisfaction or waiver of conditions in the Arrangement Agreement, material adverse changes in the affairs of Consolidated Thompson, any actions or omissions by Consolidated Thompson or its board of directors, any necessary actions to obtain required regulatory or other third-party approvals and consents, and other risks described in the Corporation's Annual Information Form posted under its profile on SEDAR at Although Management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that could cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contact Information

  • Consolidated Thompson Iron Mines Limited
    Francois Laurin
    Chief Financial Officer