Quadra Mining Ltd.
TSX : QUA

Quadra Mining Ltd.

May 03, 2007 11:43 ET

Quadra Mining Ltd. Files Announcement in the UK Per Disclosure Requirements in Connection With its Offer to Acquire International Molybdenum Plc.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 3, 2007) - Quadra Mining Ltd. (TSX:QUA) -

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

Quadra announces that in connection with its offer to acquire all of the outstanding shares and warrants of International Molybdenum plc ("InterMoly"), it has today released in the UK the attached announcement setting out the obligations of certain holders of shares or warrants of Quadra to promptly report any trades in any securities of either Quadra or InterMoly.

This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Quadra and that will contain detailed information about Quadra and management, as well as financial statements.

About Quadra Mining Ltd. (TSX:QUA)

Quadra is a British Columbia corporation based in Vancouver and is a copper producing company whose principal asset is the Robinson Mine in Nevada. The Company has a goal of becoming a mid-tier base metals development and operating company with interests in a number of advanced exploration, development and producing properties.

QUADRA MINING LTD - DEALINGS BY PERSONS WITH INTERESTS IN QUADRA SECURITIES REPRESENTING 1% OR MORE

Quadra Mining Ltd.

3 May 2007

Not for release, publication or distribution in, into or from the United States, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

FOR IMMEDIATE RELEASE

3 May 2007

Recommended Offers

by

Quadra Mining Ltd. ("Quadra")

to acquire the whole of issued and to be issued share capital and traded warrants of

International Molybdenum plc ("InterMoly")

Dealing disclosure requirements - dealings by persons with interests in Quadra securities representing 1% or more

1. Background

Further to the announcement made on 30 March 2007 and as explained in the Offer Document posted on 27 April 2007, under the provisions of Rule 8.3 of The City Code on Takeovers and Mergers ("the Code") issued by the United Kingdom Panel on Takeovers and Mergers ("the Panel"), if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Quadra or InterMoly, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. A Rule 8.3 disclosure should be released on a Regulatory Information Service and a copy of the disclosure form should be sent by fax or email to the Panel. This requirement will continue until the date on which the Offer for InterMoly's shares becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Quadra or InterMoly, they will be deemed to be a single person for the purpose of Rule 8.3.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel (+44 (0) 207 638 0129).

2. Bought Deal

As announced by Quadra on 19 April 2007 and as further explained in the Offer Document, on 19 April 2007 Quadra entered into a bought deal agreement with a syndicate of underwriters ("the Underwriters") led by Orion Securities Inc. and including BMO Nesbitt Burns Inc. and Raymond James Ltd. ("the Bought Deal"). Under the Bought Deal agreement, the Underwriters will purchase 10,400,000 units ("Units") of Quadra at a price of CDN$12.60 per unit ("the Offering Price") for gross proceeds of CDN$131,040,000. Each Unit consists of one common share (each, a "Common Share") of Quadra and one-half of one common share purchase warrant of Quadra, with each whole warrant (each, a "New Warrant") entitling the holder thereof to acquire a further Common Share at an exercise price of CDN$20.00 for a period of three years from the closing date of the Bought Deal ("the Closing Date"), which is expected to occur on or about 9 May 2007.

Quadra will grant the Underwriters an over-allotment option, to purchase up to an additional 1,560,000 Units (for gross proceeds of CDN$19,656,000), exercisable at the Offering Price up until 24 hours prior to the Closing Date ("the Over-Allotment Option").

In connection with the Bought Deal, the Underwriters are expected to offer the Units in each of the provinces of Canada, other than Quebec, and to institutional accredited investors and qualified institutional buyers in the United States on a private placement basis, and elsewhere outside Canada and the United States where they may lawfully be sold ("the Offering").

Between 4 May 2007 and the Closing Date (which is expected to be 9 May 2007) ("the Interim Period"), in accordance with the rules of the Toronto Stock Exchange ("TSX"), the Common Shares and New Warrants which are to be issued under the Bought Deal and related Offering will be posted to trade on a "when issued" basis if such Common Shares and New Warrants are conditionally approved for listing on the TSX. Common Shares and New Warrants which are posted to trade on a "when issued" basis are referred to in this announcement as "When Issued Shares" and "When Issued Warrants" respectively.

If the Over-Allotment Option is exercised, in whole or in part, Quadra will announce the number of additional Common Shares and New Warrants to be issued pursuant to such exercise as soon as practicable.

On the Closing Date, Quadra will announce the number of Common Shares and New Warrants which have been issued in connection with the Bought Deal and related Offering.

3. Application of Rule 8.3

Following discussions between Quadra's advisers and the Panel, Rule 8.3 of the Code is to apply as set out below in relation to relevant securities of Quadra during the Interim Period and thereafter following the Closing Date ("the Post Closing Period"), taking into account any When Issued Shares and When Issued Warrants which are posted to trade during the Interim Period and the subsequent issue of Units on the Closing Date. (Note: a person who is interested in 1 per cent. or more of any class of relevant securities of Quadra is required to disclose dealings in any relevant securities of Quadra).

3.1. During the Interim Period

During the Interim Period, Rule 8.3 of the Code will apply separately as set out below in relation to the following classes of relevant securities of Quadra: (i) Common Shares (including Common Shares which comprise When Issued Shares); (ii) the existing warrants of Quadra each entitling the holder thereof to acquire one Common Share at an exercise price of CDN $9.24 and which expire on 1 March 2012 ("the Existing Warrants"); and (iii) New Warrants.

(i) Common Shares

During the Interim Period, a person's interest in Common Shares shall be the number of Common Shares in which such person is interested (including any When Issued Shares) expressed as a percentage of either:

- 48,544,356 (which is the number of Common Shares currently in issue - 38,144,356 plus the number of Common Shares which will be issued under the Bought Deal and related Offering, excluding any Common Shares issued under the Over-Allotment Option - 10,400,000); or

- if Quadra announces that the Over-Allotment Option has been exercised (as referred to above), 48,535,690 plus the number of Common Shares in respect of which the Over-Allotment Option has been so exercised.

If any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of such Common Shares, all dealings in relevant securities of Quadra must be publicly disclosed in accordance with Rule 8.3 of the Code.

(ii) Existing Warrants

During the Interim Period, a person's interest in Existing Warrants shall be the number of Existing Warrants in which such person is interested expressed as a percentage of 2,027,776 (which is the number of Existing Warrants in issue).

If any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of the Existing Warrants, all dealings in relevant securities of Quadra must be publicly disclosed in accordance with Rule 8.3 of the Code.

(iii) New Warrants

During the Interim Period, a person's interest in New Warrants shall be the number of New Warrants (comprising When Issued Warrants) in which such person is interested expressed as a percentage of either:

- 5,200,000 (which is the number of New Warrants which will be issued under the Bought Deal and related Offering, excluding any New Warrants issued under the Over-Allotment Option); or

- if Quadra announces that the Over-Allotment Option has been exercised (as referred to above), 5,200,000 plus the number of New Warrants in respect of which the Over-Allotment Option has been so exercised.

If any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of such New Warrants, all dealings in relevant securities of Quadra must be publicly disclosed in accordance with Rule 8.3 of the Code.

3.2. During the Post Closing Period

During the Post Closing Period, Rule 8.3 of the Code will apply separately as set out below in relation to the following classes of relevant securities of Quadra: (i) Common Shares; (ii) Existing Warrants; and (iii) New Warrants.

(i) Common Shares

During the Post Closing Period, a person's interest in Common Shares shall be the number of Common Shares in which such person is interested (including Common Shares issued pursuant to the Bought Deal and related Offering) expressed as a percentage of the total number of Common Shares in issue. If any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of such Common Shares, all dealings in relevant securities of Quadra must be publicly disclosed in accordance with Rule 8.3 of the Code.

(ii) Existing Warrants

During the Post Closing Period, a person's interest in Existing Warrants shall be the number of Existing Warrants in which such person is interested expressed as a percentage of 2,027,776 (which is the number of Existing Warrants in issue). If any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of the Existing Warrants, all dealings in relevant securities of Quadra must be publicly disclosed in accordance with Rule 8.3 of the Code.

(iii) New Warrants

During the Post Closing Period, a person's interest in New Warrants shall be the number of New Warrants in which such person is interested expressed as a percentage of the total number of New Warrants in issue. If any person is, or becomes, interested (directly or indirectly) in 1 per cent. or more of the New Warrants, all dealings in relevant securities of Quadra must be publicly disclosed in accordance with Rule 8.3 of the Code.

4. Underwriters

Save as referred to below, no further disclosures of interests under Rule 8.3 of the Code will be required by any of the Underwriters by virtue of their having interests in Common Shares (including When Issued Shares) and/or New Warrants (including When Issued Warrants) which are attributable to their roles as underwriters to the Bought Deal and related Offering, save to the extent that any Units included in the Bought Deal and related Offering are not purchased or otherwise acquired by third parties in connection with the Bought Deal and related Offering and the underwriters accordingly remain or become interested therein. If the Underwriters become interested in 1 per cent. or more of any class of relevant securities of Quadra as part of a stabilisation process, dealings by them in any relevant securities of Quadra will be publicly disclosed in accordance with Rule 8.3 of the Code.

5. Relevant securities of InterMoly

Nothing in this announcement affects the application of Rule 8.3 in relation to relevant securities of InterMoly, which comprise (i) ordinary shares of InterMoly and (ii) warrants of InterMoly.

Contact Information

  • Quadra Mining Ltd.
    Sophie Taylor
    Manager, Investor Relations
    (604) 689-8550
    or
    Quadra Mining Ltd.
    Paul Blythe
    CEO
    (705) 444-1316
    Website: www.quadramining.com