Quadra Mining Ltd.
TSX : QUA

Quadra Mining Ltd.

March 23, 2010 06:30 ET

QUADRA and FNX Announce Merger of Equals To Create New Leading Intermediate Copper Producer

TORONTO, ONTARIO--(Marketwire - March 23, 2010) -

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Quadra Mining Ltd. (TSX:QUA) ("Quadra") and FNX Mining Company Inc. (TSX:FNX) ("FNX") are pleased to announce that they have entered into a definitive agreement to merge the two companies to create a new leading intermediate copper producer. The combined company will be named Quadra FNX Mining Ltd. ("Quadra FNX").

Under the terms of the transaction, which is structured as a Plan of Arrangement, each FNX share will be exchanged for 0.87 Quadra shares (the "Exchange Ratio"). Upon completion of the merger, existing Quadra and FNX shareholders will own approximately 52% and 48% of the combined company, respectively on a fully diluted basis.

Highlights of the Transaction:

(all figures, except per share amounts, are in $ US unless otherwise stated or unless context requires otherwise)

  • Combined market capitalization of $3.5 billion, immediately creating a leading intermediate copper producer amongst a limited peer group of intermediate base metals companies
  • The combination of the two companies will provide the critical mass to be a leading industry consolidator
  • Increased flexibility and balance sheet strength with approximately $580 million in cash and investments and $50 million in bank debt. The merged company is estimated to have 2011 revenues of $1.5 billion and EBITDA of approximately $765 million, based on consensus analyst estimates
  • Complementary, entrepreneurial management with proven track record of generating shareholder value from exploration, development and operating expertise in both open pit and underground mining
  • Leverage to the Sudbury Basin, one of the world's most prominent mining camps, delivering copper and precious metal production and nickel optionality at the McCreedy West, Levack and Podolsky properties, and growth from the Levack Footwall Deposit development project, the recently announced Victoria discovery, and the substantial exploration potential from FNX's significant land position
  • Significant copper production from the Robinson Mine in Nevada, Carlota Mine in Arizona and Franke Mine in Chile, coupled with long term growth potential from the large-scale Sierra Gorda development project. Quadra's proposed joint venture partnership with State Grid International Development Limited ("SGID") of China will provide funding for the development and operation of Sierra Gorda and the Franke mine in Chile
  • The merged company will have anticipated 2011 production of approximately 300 million pounds of copper, 150,000 ounces of precious metals, with significant leverage to by-product metals including nickel, gold, platinum and palladium. In addition it will have the optionality to produce primary nickel.
  • Focused in low risk geopolitical environments with primary assets located in Canada, the USA and Chile

Paul Blythe, President and CEO of Quadra, stated: "The merger of Quadra and FNX is a springboard transaction that creates a leading intermediate copper producer with financial strength, a solid asset base, and an experienced and entrepreneurial management team. Consistent with our longstanding strategy of growth through a combination of organic and M&A strategies, Quadra FNX will build on the strong foundation of both companies to continue growing and delivering value for Quadra FNX's existing and new shareholders."

Terry MacGibbon, Chairman and CEO of FNX, stated: "This merger of equals will result in the establishment of a new, mid-cap, Canadian mining company with existing mining operations in the low risk Americas (Canada, USA and Chile), great internal growth (Levack Footwall Deposit in Sudbury and the Sierra Gorda property in Chile) and the opportunity to grow into a leading mining company. Quadra FNX will be strategically positioned in two of the world's greatest mining camps; the Cu-Ni precious metal Sudbury Mining Camp in Canada and the Atacama Cu-Mo-Au Porphyry Belt of northern Chile." He added, "Quadra's operating skills and expertise in large tonnage, open pit Cu-Au mines, and FNX's proven performance in underground mining of lower tonnage, high value Cu-Ni-precious metal ore provides a unique combination of skill sets that will enable Quadra FNX to operate a variety of mines around the world."

Management Team and Board of Directors

Following completion of the merger, Quadra FNX's new board of directors will be comprised of five directors from each of the current Quadra and FNX boards of directors plus a representative from SGID upon the closing of the transaction announced on March 8, 2010. Terry MacGibbon will assume the role of non-executive Chairman of Quadra FNX and Paul Blythe will serve as President and CEO. Bill Myckatyn will assume the role of Vice-Chairman and Lead Director. Other senior management announcements will occur following completion of the transaction.

The company will continue to operate offices in both Vancouver and Toronto.

Board Recommendations

The merger has been unanimously agreed to by the boards of directors of Quadra and FNX and both the Quadra board of directors and FNX board of directors will be recommending that each company's respective shareholders vote in favour of the merger.

The definitive agreement includes a commitment by each of Quadra and FNX not to solicit alternative transactions to the merger. Each company has agreed to pay a break fee to the other party of C$40 million under certain circumstances. In addition, each company has granted the other party a right to match a competing offer, and both sets of directors and officers have agreed to lock up their shares in support of the merger.

The merger is conditional upon the FNX and Quadra shareholders approving the merger by 66 2/3% and 50%+1 of voting shareholders, respectively, as well as other customary conditions and regulatory approvals. Special shareholder meetings for each company to vote on the merger are expected to be held in May, 2010 with closing expected shortly thereafter.

Full details of the merger will be included in the management information circulars of Quadra and FNX to be mailed to their respective shareholders on or before April 21, 2010.

Advisors and Counsel

Quadra's financial advisor is CIBC World Markets Inc. and its legal counsel is Blake, Cassels & Graydon LLP. CIBC has provided an opinion to the Quadra board of directors that, subject to the assumptions, limitations, and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to Quadra shareholders.

FNX's financial advisor is BMO Capital Markets and its legal counsel is Cassels, Brock and Blackwell LLP. BMO Capital Markets has provided an opinion to the FNX board of directors that, subject to the assumptions, limitations, and qualifications set out therein, the Exchange Ratio is fair, from a financial point of view, to FNX shareholders.

Conference Call and Webcast Information

A joint conference call hosted by Paul Blythe and Terry MacGibbon will be held today at 9:00 am (ET) to discuss this merger. Details are as follows:

Live in North America: 416-340-2216
Toll-Free Access: 1-866-226-1792
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Replay Access information:
Toll-Free Access: 1-800-408-3053 or 416-695-5800
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Passcode: #4254287
Available until April 21, 2010 at Midnight

Webcasts will also be available at Quadra's website at www.quadramining.com and FNX's website at www.fnxmining.com or www.InvestorCalendar.com. The webcasts will be available for replay.

About Quadra

Quadra is a Vancouver, B.C. based mining corporation whose principal assets are the Robinson Mine in Nevada, producing copper and gold, the Carlota Mine in Arizona, producing copper cathode, the Franke Mine in northern Chile, producing copper cathode, the Sierra Gorda advanced exploration copper-molybdenum project in Chile and the Malmbjerg molybdenum development project in Greenland. Quadra has the goal of becoming a mid-tier base metals development and operating company with interests in a number of advanced exploration, development and producing properties.

About FNX

FNX produces, develops and explores for copper, nickel, cobalt, platinum, palladium, and gold at its mining properties located in the prolific Sudbury mining camp located in Ontario, Canada. FNX produces ore from its McCreedy West, Levack and Podolsky Mines, crushes and samples the ore on surface and trucks it to third party facilities to be milled, smelted, refined and marketed. FNX has a strong balance sheet, zero debt and imminent production growth plans focused on higher margin, copper-precious metal ores, including the emerging, high grade Levack Footwall Deposit.

Forward-Looking Statement

Certain information contained in this news release, including any information relating to the proposed transaction ("Transaction") and Quadra's or FNX's future financial or operating performance may be deemed "forward-looking". These statements relate to future events or future performance and reflect Quadra's and FNX's expectations regarding the Transaction, and the future growth, results of operations, business prospects and opportunities of each of Quadra and FNX and the combined company. These forward-looking statements also reflect Quadra's and FNX's current internal projections, expectations or beliefs and are based on information currently available to Quadra and FNX, respectively. These forward-looking statements are subject to a variety of risks and uncertainties that are identified and disclosed in the respective Annual Information Forms of Quadra and FNX for the year ended December 31, 2008. Other important factors that could cause actual results to differ from Quadra's expectations include the need to be granted all definitive surface rights for the exploitation of Sierra Gorda; finding a suitable partner for Sierra Gorda; production ramp-up at Franke Mine; and uncertainties related to scoping study assumptions that are based on preliminary testwork. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward looking information regarding completion of the Transaction is based include that Quadra and FNX will be able to satisfy the conditions to the Transaction, that the required approvals will be obtained from the shareholders of Quadra and the securityholders of FNX, that all third party regulatory and governmental approvals to the Transactions will be obtained and all other conditions to completion of the Transaction will be satisfied or waived. Although Quadra and FNX believe that the forward-looking information contained in this news release are based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Quadra and FNX expressly disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws. 

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