Iberian Minerals Corp.
TSX VENTURE : IZN

Iberian Minerals Corp.

June 24, 2011 09:30 ET

Iberian Minerals Announces Closing of $76 Million Financing

TORONTO, ONTARIO--(Marketwire - June 24, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Iberian Minerals Corp. (TSX VENTURE:IZN) today announced that it has closed its previously announced underwritten offering of 84,444,500 registered shares (the "Shares") at a price of $0.90 per Share for gross proceeds of $76,000,050. The Shares sold today included the exercise in full of a 15% over-allotment option previously granted to the underwriters.

The Shares were sold pursuant to an underwriting agreement with a syndicate of investment dealers led by Wellington West Capital Markets Inc. and including Cormark Securities Inc. The underwriters were paid a cash fee equal to 5.0% of the gross proceeds of the offering other than in respect of 40,617,805 Shares purchased by Trafigura Beheer B.V. ("Trafigura").

The net proceeds of the offering will primarily be used to finance the purchase from Trafigura (the "NPI Buy-out") of its interest to 45.96% of the after tax net operating profit of Compania Minera Condestable S.A. ("Condestable"), which is the subsidiary through which Iberian holds its approximately 98.73% interest in the Condestable Mine. As partial consideration for the NPI Buy-out, Iberian announces that it will issue to Trafigura 1,236,551 registered shares at a deemed issue price of $0.90, subject to regulatory approval. The NPI Buy-out is expected to close as soon as commercially possible and, in any event, not later than fifteen business days from today.

The net proceeds of the offering will also be used to fund Iberian's work program at its Sotiel property and for general working capital purposes.

To assist in the evaluation of the NPI Buy-out, a third-party financial advisor was engaged by an independent committee of Iberian's board of directors. The financial advisor concluded that the consideration to be paid by Iberian to complete the NPI Buy-out is fair from a financial point of view to Iberian shareholders.

Daniel Vanin, the Chief Executive Officer of Iberian commented, "We are very pleased with the support that this financing received. The proceeds will allow the Company to complete two important priorities being the NPI Buy-out, which we believe to be accretive to our shareholders, and also to pursue a potential strategic growth opportunity in Spain by advancing our study of the Sotiel property."

Related Party Transactions

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the purchase of Shares by Trafigura is and the NPI Buy-out will be "related party transactions" as Trafigura, following completion of the offering, holds 217,199,968 registered shares representing approximately 48.1% of the issued and outstanding registered shares of Iberian. Iberian is exempt from the formal valuation requirement of MI 61-101 in connection with the NPI Buy-out and the purchase of Shares by Trafigura in reliance on section 5.5(b) of MI 61-101 as no securities of Iberian are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock market or any other stock exchange outside of Canada and the United States. Additionally the Corporation is exempt from obtaining minority shareholder approval in connection with the NPI Buy-out and the purchase of Shares by Trafigura in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the NPI Buy-out and the purchase of Shares by Trafigura does not exceed 25% of Iberian's market capitalization.

About Iberian Minerals Corp.

Iberian Minerals Corp. is a Canadian listed global base metals company with interests in Spain and Peru. The Condestable Mine, located in Peru approximately 90 km south of Lima operates at 2.2 million tonnes per year producing copper, and associated silver and gold in a concentrate. The Aguas Tenidas Mine is in the Andalucia region of Spain approximately 110 km north-west of Seville and operates a 2.2 million tonnes per year underground mine and concentrator that produces copper, zinc and lead concentrates that also contain gold and silver.

FORWARD-LOOKING STATEMENTS:

This news release contains certain "forward-looking statements" and "forward-looking information" under applicable securities laws. 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", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward looking information may include, but is not limited to, statements with respect to the purchase of the NPI, the use of proceeds, the future financial or operating performances of the Corporation, its subsidiaries and their respective projects, the timing and amount of estimated future production, estimated costs of future production, capital, operating and exploration expenditures, the future price of copper, gold and zinc, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the costs and timing of future exploration, requirements for additional capital, government regulation of exploration, development and mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, and limitations of insurance coverage. 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. Many of these assumptions are based on factors and events that are not within the control of the Corporation 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 changes in market conditions and other risk factors discussed or referred to in the section entitled "Risk Factors" in the Corporation's annual information form dated March 29, 2010. Although the Corporation 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. The Corporation 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.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Iberian Minerals Corp.
    Laura Sandilands
    Investor Relations and Corporate Communications
    416-815-8558