TORONTO, ONTARIO--(Marketwire - Nov. 21, 2011) -
All dollar amounts in this release are expressed in Canadian Dollars
Ivernia Inc. (News - Market indicators) ("Ivernia" or the "Company") today announced that it has entered into an agreement with Green SEA Resources Inc. (the "Purchaser") pursuant to which the Purchaser has agreed to purchase 67,570,000 Ivernia common shares ("Common Shares"), which represents approximately 10% of the issued and outstanding Common Shares of the Company (as at the date hereof), at a price of $0.085 per Common Share (with the contemporaneous offering described below, the "Offering") for gross proceeds of approximately $5,743,450. There will be no fees payable to the Purchaser associated with the Offering. The price of $0.085 per Common Share represents an approximate $0.01 per Common Share premium over the volume weighted average trading price for the four trading days up to and including November 18, 2011. Contemporaneously, the Company is also offering other institutional and accredited investors who are existing shareholders in the Company the opportunity to purchase, on identical terms as the Purchaser, up to an additional 31,994,447 Common Shares for proceeds of $2,719,528, raising total gross proceeds of $8,462,978 assuming other investors fully participate in the Offering. The Offering will be completed by way of a non-brokered private placement and, subject to required approvals (including TSX approval), is expected to close on or before December 8, 2011.
As previously disclosed, Magellan Metals Pty Ltd ("Magellan Metals"), a wholly owned subsidiary of the Company, voluntarily halted all operations at the Magellan Mine in April 2011 and placed it under care and maintenance. The Magellan Mine remains on care and maintenance as at November 21, 2011.
As described in the Company press releases dated October 3, 2011 and November 14, 2011, the Environmental Protection Authority of Western Australia has released its recommendations on the operating conditions for the Magellan Mine to the Minister for Environment of Western Australia (the "Minister"). The Company cannot, at this time, provide any specific guidance on when the Company will restart operations at the Magellan Mine. The Company does not expect to be in a position to make a decision on restarting the Magellan Mine until after the Minister issues the final operating conditions and Magellan Metals completes a review of these final operating conditions and their potential impact on any restart plans. The Company cannot provide guidance on the timing of the issuance of the final operating conditions by the Minister nor on their content.
Until the Company is in a position to assess when it will be able to recommence shipments of lead carbonate concentrate from the Magellan Mine, the Company cannot make any assurances that it will have sufficient working capital on hand to fund the care and maintenance period and/or restarting the Magellan Mine, if and when a restart decision is made. The proceeds of the Offering will be used to strengthen Ivernia's financial position generally and specifically to provide working capital to fund the care and maintenance period at the Magellan Mine. However, even if the maximum gross proceeds of the Offering are raised, the Company expects that it will require additional future financing in order to fund the costs involved in restarting the Magellan Mine.
The Purchaser and its affiliates currently hold, to the best of Ivernia's knowledge, 371,318,610 Common Shares, or approximately 54.95% of Ivernia's outstanding Common Shares (the "Purchaser's Shares"). Assuming the Purchaser is the only subscriber in the Offering, following the Offering the Purchaser and its affiliates would, to the best of the Company's knowledge, collectively own 438,888,610 Common Shares or approximately 59.04% of Ivernia's outstanding Common Shares. To the extent that any other insider of the Corporation seeks to participate in the Offering, the Purchaser will reduce its participation such that all insiders collectively will subscribe for no more than 10% of the outstanding Common Shares of Ivernia in the Offering, provided that the Purchaser will be permitted to subscribe for at least that number of Common Shares in the Offering to maintain its current pro rata ownership in Ivernia on closing of the Offering. The Offering will technically constitute a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Common Shares issued nor the consideration paid for the Common Shares will exceed 25% of the Company's market capitalization. The maximum dilution calculated on a pre-closing basis under the Offering will be approximately 14.73%.
A special committee of the Company's board of directors, comprised of three directors who are neither officers nor directors of the Purchaser or any of its affiliates, considered the reasonableness and fairness of the Offering and it unanimously recommended to the Company's full board of directors that the Offering be approved. The board of directors subsequently approved the Offering (the members of the board that would be considered interested parties having declared their interests and abstaining from voting on the resolution approving the Offering) and there was no contrary view or abstention by any independent director on the resolution approving the Offering.
About Ivernia:
Ivernia is an international base metal mining company and the owner of the Magellan Mine, located in Western Australia.
Ivernia trades under the symbol "IVW" on the TSX. Additional information on Ivernia is available on the Company's website at www.ivernia.com and at SEDAR at www.sedar.com.
Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information within the meaning of securities laws. All statements included herein (other than statements of historical facts) which address activities, events or developments that management anticipates will or may occur in the future are forward-looking statements, including statements as to the timing of the closing of the Offering, the receipt of regulatory approval to close the Offering, the duration of the suspension of the Company's transportation of lead carbonate from the Magellan Mine, the duration of the care and maintenance period of the Magellan Mine and other such matters. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "contemplate", "target", "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 statements are based upon certain reasonable factors, assumptions and analyses made by management in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances.
However, whether actual results and developments will conform with management's expectations is subject to a number of risks and uncertainties, including factors underlying management's assumptions such as duration of the suspension of the transportation of lead carbonate, the duration of the care and maintenance period, regulatory compliance and approvals, matters relating to ramping up mining and milling throughput and operations, metal price volatility, lead carbonate concentrate treatment charges, exchange rates, regulatory proceedings and litigation, the fact that the Company has a single mineral property, resources and reserves, health and safety, environmental factors, mining risks, metallurgy, labour and employment regulations, government regulations, insurance, dependence on key personnel, constraints on cash flow, the nature of mineral exploration and development, matters related to the order to cease transport of lead concentrate and matters relating generally to the transportation of lead carbonate; matters related to the Esperance settlement and shipments through the Port of Fremantle; implications stemming from the Esperance inquiry; and common share price volatility and the dilution of the Company's common shares. Additional factors are discussed in the Company's Annual Information Form dated as of March 30, 2011 and in other documents filed from time to time by Ivernia with Canadian securities regulatory authorities. While Ivernia considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. These factors may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and there can be no assurance that the actual results or developments anticipated by management will be realized or, even if substantially realized, that they will have the expected results on the Company. Undue importance should not be placed on forward-looking information nor should reliance be placed upon this information as of any other date. Except as required by law, while it may elect to, Ivernia is under no obligation and does not undertake to update this information at any particular time.
