Invecture Group, S.A. de C.V.

Invecture Group, S.A. de C.V.
Frontera Copper Corporation

Frontera Copper Corporation

March 04, 2009 22:46 ET

Invecture Extends Frontera Copper Bid, Tenders Exceed 90%

Frontera Board Receives Debt Ratings affecting Note Holders

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 4, 2009) - Bryan Nethery, CEO of Frontera Copper Corporation (TSX:FCC)(TSX:FCC.NT)(TSX:FCC.NT.A)and John Detmold, CEO of 0839073 B.C. Ltd. (the "Offeror"), a wholly owned subsidiary of Invecture Group, S.A. de C.V. ("Invecture") and controlling shareholder of Frontera, today jointly announced matters related to an extension to the Offeror's bid for Frontera together with certain related corporate developments.

The Offeror announced that it has extended the time for the deposit of common shares (the "Common Shares") and Out-Of-The-Money Options of Frontera to the Offeror's formal take over bid originally announced on December 3, 2008, as amended and varied on February 6, 2009 (the "Offer"). The Offer will remain open for the deposit of Common Shares and Out-Of-The-Money Options until 4:30 p.m. PST on March 16, 2009 (the "Expiry Time"), unless further extended by the Offeror. As all conditions to the Offer have been satisfied, the Offeror may continue to take up Common Shares and Out-Of-The-Money Options deposited at any time, and intends to take up all Common Shares and Out-Of-The-Money Options no later than three business days after the Expiry Time. Payment for the Common Shares and Out-Of-The-Money Options will occur within three business days of take up. Accordingly, Invecture will be filing at a notice of variation to Frontera shareholders and promptly mailing the notice to Frontera shareholders.

An additional 14,318,736 Common Shares have been deposited to the Offer, representing 22.2% of the outstanding Common Shares. The Offeror will take up all Common Shares deposited, and will make payment for the Common Shares within three business days. On completion of this take-up, the Offeror and its affiliates will hold 58,284,349 Common Shares, representing 90.3% of the total outstanding Common Shares, and 88.4% of the Common Shares excluding Common Shares held by the Offeror and its affiliates before the commencement of the Offer. The Offeror intends to acquire, either under the Offer, through a compulsory acquisition, or subsequent transaction, all of the outstanding Common Shares and Out-Of-The-Money Options of Frontera.

In other developments, Frontera announced that the board of directors of Frontera has now received formal debt ratings from a recognized debt rating agency, which confirm that the debt rating of the Offeror, both before and after the acquisition of a controlling interest in Frontera by the Offeror, is not less than Frontera's debt rating. As a result of these ratings Frontera will not be offering to repurchase its outstanding Series 1 and Series 2 senior Notes consequent upon the change of control and Frontera will mail a detailed notice to the holders of Frontera's Series 1 and Series 2 Notes in accordance with the Note Trust Indenture on or before March 10, 2009. The notice will also be filed at In addition, Mr. Nethery announced that the Board had determined to waive the application of Frontera's Shareholder Rights Plan, as permitted by and subject to the requirements of the Plan.

John Detmold, Chief Executive Officer

Invecture Group S.A. de C.V. and 0839073 B.C. Ltd.

Bryan Nethery, Chief Executive Officer

Frontera Copper Corporation

This press release is not an offer to purchase any securities.

No regulatory authority has reviewed this announcement.

Contact Information

  • Invecture Group, S.A. de C.V.
    John Detmold
    Chief Executive Officer
    + 52-55-5520-6003
    Frontera Copper Corporation
    Bryan Nethery
    Chief Executive Officer