Iberian Minerals Corp.
TSX VENTURE : IZN

Iberian Minerals Corp.

May 31, 2011 08:04 ET

Iberian Minerals Announces Purchase of Net Profit Interest From Trafigura and $62 Million "Bought Deal" Financing

TORONTO, ONTARIO--(Marketwire - May 31, 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 determined to exercise its right to purchase from Trafigura Beheer B.V. its 45.96% net profit interest in Compania Minera Condestable S.A. ("Condestable"), which is the subsidiary through which Iberian holds its approximately 98.73% interest in the Condestable Mine.

Pursuant to a share purchase agreement dated November 20, 2007 (the "CMC Purchase Agreement") between Iberian and Trafigura, Iberian is obligated to pay to Trafigura an amount equal to 45.96% of the after tax net operating profit of Condestable (the "NPI") in respect of the period from January 1, 2011 through December 31, 2014. In accordance with the terms of the CMC Purchase Agreement, Iberian retained the option to purchase the NPI from Trafigura at any time until June 30, 2011 in consideration of the payment of US$60,000,000 (the "NPI Buy-out").

Bought Deal Financing

Iberian is also pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Wellington West Capital Markets Inc. and including Cormark Securities Inc. (collectively the "Underwriters"), which have agreed to purchase, on a bought deal basis, 68,900,000 registered shares (the "Shares") of Iberian at a purchase price of $0.90 per Share (the "Offering Price"), for aggregate gross proceeds of approximately $62 million (the "Offering"). The Underwriters have been granted an over-allotment option, exercisable at any time prior to 30 days from and including the closing date of the Offering, to acquire up to an additional 10,335,000 Shares, equal to 15% of the number of Shares sold pursuant to the Offering, at the Offering Price, for additional gross proceeds of up to approximately $9.3 million.

Trafigura has advised the Company of its intention to exercise its pre-emptive right to purchase Shares as part of the Offering to maintain its approximate current pro rata ownership interest in Iberian. Trafigura currently holds approximately 48.1% of Iberian's issued and outstanding shares.

The net proceeds of the Offering will be used to finance the NPI Buy-out and for general working capital purposes.

The Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada (other than the Province of Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and in other jurisdictions as permitted.

The Offering is scheduled to close on or about June 24, 2011 and is subject to certain conditions including, but not limited to, Trafigura exercising its pre-emptive right and the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

Related Party Transactions

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the NPI Buy-out and the purchase of Shares by Trafigura will be "related party transactions" as Trafigura currently holds 176,582,163 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, completion of the Offering, 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