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China Minmetals / Jiangxi Copper To Acquire Northern Peru Copper
Corp For C$13.75 Per Share In Cash
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News Release:07-18
Vancouver, British Columbia -- Northern Peru Copper Corp. ("NOC" or the
"Company") is pleased to announce that it has signed a definitive
agreement (the "Support Agreement") with China Minmetals Nonferrous
Metals Co., Ltd ("Minmetals") and Jiangxi Copper Company Ltd.
("Jiangxi"; collectively "the Offerors") under which the Offerors have
agreed to make an offer to acquire all of the Company's outstanding
shares (the "Offer") for C$13.75 per share in cash.
The Offer:
- values NOC at approximately C$455 million on a fully diluted basis;
- represents a 34% premium to NOC's volume weighted average price for
the 20 day trading period prior to December 5, 2007, and the closing
price on November 30, 2007 (the date final proposals were received
by NOC); and
- represents a 21% premium to NOC's closing price on December 5, 2007.
The transaction is to be effected by way of a takeover bid. Full
details of the Offer will be included in a formal offer and take-over
bid circular which is expected to be mailed to shareholders in late
December, 2007. The transaction is expected to close in early 2008.
The take-over bid circular will be accompanied by the Company's
directors' circular, which will provide shareholders of the Company
with, among other things, the rationale for the unanimous
recommendation of NOC's Board of Directors that shareholders accept the
Offer. The Offer is subject to a number of conditions including:
absence of material adverse changes, a minimum tender condition of 66
2/3% having been met, and receipt of regulatory approvals (including
Chinese government approvals).
The Board of Directors of NOC has unanimously determined that the Offer
is fair to NOC's shareholders and is in the best interests of the
Company and its shareholders. The Board recommends that shareholders
tender to the Offer. A special committee of NOC's Board of Directors
has received an opinion from its financial advisor, Genuity Capital
Markets, that the offer is fair, from a financial point of view, to the
shareholders of NOC. All officers, directors and certain major
shareholders of NOC, representing 42% of the shares outstanding on a
fully diluted basis, have entered into lock-up agreements with the
Offerors under which they have agreed to tender their shares to the
offer and that they will not support any rival offer unless it
represents a superior bid as determined by the Board of Directors. In
the event that the transaction is not completed under certain
circumstances, NOC has agreed to pay the Offerors a termination fee of
approximately 3.5% of the transaction value.
Ross Beaty, Chairman of NOC said, "During 2007, Northern Peru has
worked with its advisors to seek a major mining company to acquire and
develop the Galeno copper/gold/molybdenum project into a large
producing mine that will provide substantial benefits to the Peruvian
economy. During that time 27 companies signed confidentiality
agreements to review the technical information on Galeno. Of those
companies, 18 visited Galeno and completed comprehensive technical due
diligence. Minmetals and Jiangxi presented us with the best offer to
acquire NOC and we are happy to accept their offer. Both are large
companies with extensive experience in the copper sector, and are fully
capable of developing Galeno into one of the world's premier copper
mining operations. I support their offer to acquire our company and
encourage all shareholders to do so as well."
Minmetals and Jiangxi are committed to the efficient development of the
Galeno Project. "The joint venture expects to continue with the first
class work that has been conducted to date by the dedicated staff of
Northern Peru Copper's Peruvian subsidiary Lumina SAC," said Mr. Huang
Guoping, Vice President of Minmetals. Mr. Zha Kebing, Deputy Chief
Engineer & Senior Engineer of Jiangxi added that "both companies are
excited about this opportunity and hope to construct a world class
mine."
Genuity Capital Markets is acting as sole financial advisor and Borden
Ladner Gervais LLP is acting as legal counsel to NOC.
BMO Capital Markets is acting as sole financial advisor and Davies Ward
Phillips & Vineberg LLP is acting as legal counsel to the Offerors.
About Minmetals
Minmetals is one of the major subsidiaries of China Minmetals
Corporation ("China Minmetals"). China Minmetals, a state-owned
corporation existing under the laws of the People's Republic of China,
is a diversified metals and mining company based in Beijing, China.
China Minmetals is engaged in the production and trading of metals and
minerals, including copper, aluminium, tungsten, tin, antimony, lead,
zinc, iron and steel-related commodities. China Minmetals also engages
in activities related to real estate development, finance, shipping and
tendering. In 2006, China Minmetals had operations in 44 countries and
revenue of approximately US$18.9 billion.
About Jiangxi
Jiangxi, a public corporation existing under the laws of the People's
Republic of China, is an integrated producer of copper in China, with
operations in mining, milling, smelting and processing. Jiangxi also
maintains exposure to sulphur, gold, silver, platinum,
palladium,
selenium, tellurium, rhenium and molybdenum. Jiangxi is listed on the
London, Hong Kong and Shanghai stock exchanges.
About NOC
NOC is a Vancouver and Lima based copper exploration company that
controls the Galeno copper/gold/molybdenum project, the adjacent
Hilorico gold deposit and the Pashpap copper/molybdenum deposit. NOC's
shares trade on the Toronto Stock Exchange. The Company has 31,078,893
shares issued and outstanding and 33,111,893 shares issued on a fully
diluted basis.
The Galeno Project
The Galeno project is located in the Yanacocha mining district of
northern Peru, approximately 16 kilometers east of the mining
operations at Yanacocha, the largest gold mine in South America. In
January 2007, an independent, NI 43-101 compliant prefeasibility study
(the "PFS") was completed on Galeno. Using a long term copper price of
US$1.35 per pound and an 8% discount rate, the PFS showed that the
project will generate an after tax net present value of US$560 million
and an internal rate of return of 18.2%. Over the twenty year mine
life, the project will produce approximately 144,000 tonnes per year of
copper in concentrate, averaging over 200,000 tonnes per year in the
first five years of the mine's life. The Company is currently
undertaking the feasibility study on the project which is expected to
be completed in mid 2008. At the same time, the Company is continuing
a three drill rig exploration program at the adjacent Hilorico gold /
polymetallic zone.
The PFS indicates the Galeno mine will generate approximately 657
permanent jobs during its operating life and 3,600 jobs during the 2.5
year construction period. The PFS indicates that the mine will
generate, over its 20 year mine life, $1.4 billion in taxes, government
royalties and employee profit sharing payments, as well as substantial
economic benefits and stimulus to its local communities, its region and
elsewhere throughout Peru.
Contact
Northern Peru Copper Corp
David Strang
Vice President, Corporate Development
1-604-687-0407 (ext. 103)
dstrang@northernperu.com
NORTHERN PERU COPPER CORP
Signed: "Marshall Koval"
For further information contact:
David Strang, VP Corporate Development
dstrang@northernperu.com
tel: + 604 687 0407
fax: + 604 687 7041
CAUTION REGARDING FORWARD LOOKING STATEMENTS: This release includes
certain statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical facts
that address future production or resource potential, exploration
drilling, exploitation activities and events or developments that
Northern Peru expects to occur, are forward-looking statements.
Although the company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results
or developments may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward looking statements include
fluctuations in commodity prices, exploration successes, and continued
availability of capital and financing and general economic, market or
business conditions. Investors are cautioned that any such statements
are not guarantees of future performance and actual results or
developments may differ materially from those projected in the
forward-looking statements. The Company does not assume any obligation
to update or revise its forward-looking statements, whether as a result
of new information, future events or otherwise. The United States
Securities and Exchange Commission permits U.S. mining companies, in
their filings with the SEC, to disclose only those mineral deposits
that a company can economically and legally extract or produce. We use
certain terms on this [website or press release or relevant disclosure
document], such as "measured resources", "indicated resources", and
"inferred resources", that the SEC guidelines strictly prohibit U.S.
registered companies from including in their filings with the SEC. U.S.
Investors are urged to consider closely the disclosure in our Form File
No. 40F, which may be secured from us, or from the SEC's website at
http://www.sec.gov/edgar.shtml.
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Copyright (c) 2007 NORTHERN PERU COPPER CORP. (NOC) All rights
reserved. For more information visit our website at
http://www.northernperu.com/ or send mailto:info@northernperu.com
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