Ivernia Inc.

Ivernia Inc.

March 28, 2005 08:51 ET

Ivernia Announces Agreement to Acquire Minority Stake to Consolidate 100% Ownership of Magellan Mine




MARCH 28, 2005 - 08:51 ET

Ivernia Announces Agreement to Acquire Minority Stake
to Consolidate 100% Ownership of Magellan Mine


Ivernia Inc. (TSX:IVW), which has a 51% interest with operating control
in the Magellan lead mine in Western Australia, announced today that it
has entered into a definitive agreement with Sentient Global Resources
Fund to acquire its 49% interest in order to consolidate in Ivernia 100%
ownership of the mine.

The purchase price for Sentient's equity and loan interest will be
approximately C$100 million, such consideration to consist of a
combination of cash and common shares of Ivernia as follows:

i. C$55 million in cash;

ii. The issuance of 16.625 million Ivernia common shares to Sentient; and

iii. At Ivernia's option, either an additional C$12.5 million in cash or
6.875 million Ivernia common shares, or any proportionate combination

Sentient will not however be issued in the aggregate more than 19.9% of
the outstanding common shares of Ivernia. In addition, Sentient will
reimburse Ivernia for the reasonably expected expenses associated with
this transaction.

Included in the consideration detailed above, Ivernia is acquiring
Sentient's 49% share of the US$36.0 million Progress Loans that the
partners contributed as part of the development of the Magellan mine,
and Sentient's US$3.8 million First Ranking Loan, of which US$2.8
million was listed as a liability on Ivernia's December 31, 2004
consolidated balance sheet. Upon completion of the transaction, the only
third party debt reflected on the December 31, 2004 balance sheet that
will remain outstanding will be approximately US$1.1 million of lease

Following completion of the acquisition of the additional 49% interest
in the Magellan mine, Ivernia will have 100% ownership of the Magellan
mine's 2.2 billion pounds of in situ lead reserves (1.6 billion pounds
of proven lead reserves and 0.6 billion pounds of probable lead
reserves). As per the Company's January 20, 2005 press release, Ivernia
forecasts 2006 production of approximately 220 million pounds of lead in

Accretive Transaction to Ivernia Shareholders

Based on the March 24, 2005 closing share price of C$2.02/share, and
approximately 69.2 million shares outstanding, Ivernia currently has a
market capitalization of approximately C$140 million. Ivernia's
significant assets are its 51% ownership in the Magellan mine as well as
Ivernia's current cash balance, which is approximately C$9.5 million.
The purchase price of approximately C$100 million to virtually double
the mining asset base of the Company compares favourably with the
current market capitalization of Ivernia.

On quantity metrics of reserves, resources or production per share,
management believes this transaction will be approximately 10-15%
accretive to Ivernia shareholders on a per share basis. As the economic
metrics of the mining assets acquired are the same as that which is
currently owned, accretion to quantity metrics is expected to
approximate accretion to value metrics such as cash flow per share.

Ivernia expects the transaction to close no later than April 29, 2005.
Closing of the transaction will be subject to Ivernia financing the cash
portion of the consideration, regulatory approvals, and other customary
conditions for such a transaction.

Alan De'ath, President and CEO, commenting on today's announcement,
said, "We are very pleased to deliver this transaction to our
shareholders, as this acquisition increases our exposure to one of the
world's few high quality primary lead assets as it comes into production
and at a time when the outlook for lead price fundamentals is positive.
Our joint venture partner Sentient has provided tremendous support to
the financing and development of the Magellan mine, particularly during
times of depressed metals prices through 2003, and we now look forward
to their continued support as a significant Ivernia common shareholder
following this important transaction which consolidates 100% ownership
of the Magellan mine in Ivernia."

BMO Nesbitt Burns Inc. has acted as financial advisor to Ivernia in
connection with this transaction.

Forward-Looking Information

This document contains certain "forward-looking statements". All
statements, other than statements of historical fact, that address
activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future, are forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate", "believe",
"plan", "estimate", "expect", and "intend" and statements that an event
or result "may", "will", "can", "should", "could" or "might" occur or be
achieved and other similar expressions. These forward-looking statements
reflect the current internal projections, expectations or beliefs of the
Company based on information currently available to the Company.
Forward-looking statements are subject to a number of risks and
uncertainties, including those detailed from time to time in filings
made by the Company with securities regulatory authorities, that may
cause the actual results of the Company to differ materially from those
discussed in the forward-looking statements, and even if such actual
results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects
on, the Company. The Company expressly disclaims any obligation to
update or revise any such forward-looking statements.

This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within the
United States or to U.S. Persons (as defined in Regulation S under the
U.S. Securities Act) unless registered under the U.S. Securities Act and
applicable state securities laws or unless an exemption from such
registration is available.


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