TORONTO, ONTARIO--(Marketwire - May 24, 2011) -
All dollar amounts in this release are expressed in Canadian Dollars
Ivernia Inc. (News - Market indicators) ("Ivernia" or the "Company") is pleased to announce that it has received written consents from shareholders representing a majority of the disinterested common shares of the Company (the "Consenting Shareholders") in support of the private placement announced by the Company on May 12, 2011 (the "Offering"). These Consenting Shareholders own or control approximately 28.05% of the Company's total outstanding shares or approximately 53.67% of the outstanding shares held by shareholders other than Green SEA Resources Inc. and its associates and affiliates (the "Disinterested Shareholders").
As a result of receiving the written consents from the Consenting Shareholders, representing more than 50% of the shares held by Disinterested Shareholders prior to closing, the Company does not need to rely on the TSX financial hardship exemption (referred to in the May 12, 2011 news release) and the TSX has advised the Company that it will not initiate a de-listing review, provided the Offering closes on or before May 27, 2011.
As previously announced, Green SEA Resources Inc. (the "Purchaser") will purchase 93,370,682 Ivernia common shares, representing approximately 16% of the issued and outstanding common shares of the Company (as at the date hereof), at a price of $0.2142 per common share for gross proceeds of approximately $20 million. The Purchaser will also be paid a commitment fee of $1 million to be deducted from the gross proceeds of the Offering. As a result, the Company will receive approximately $19 million in net proceeds.
The Company approached a number of institutional and accredited investors who are existing shareholders in the Company with respect to participating in the Offering. While the overall response from such persons was supportive of the Offering, and contributed to obtaining a majority of minority approval, the Company did not receive any commitments to participate in the Offering from such investors within the necessary timeline. Accordingly, the Company will proceed to close the Offering with the Purchaser, as the sole subscriber, on or before May 27, 2011.
The Purchaser and its affiliates, currently hold, to the best of management's knowledge, 277,947,928 common shares, or approximately 47.74% of Ivernia's outstanding common shares. Following closing of the Offering, the Purchaser and its affiliates will, to the best of the management's knowledge, collectively own 371,318,610 common shares or approximately 54.96% of Ivernia's outstanding common shares.
Brent Omland, Ivernia's Vice President, Finance and CFO commented: "We are very pleased to have received majority of minority approval for this private placement financing from our Disinterested Shareholders. The continued support from our major shareholder Green SEA Resources and the positive response to the financing from non-participating shareholders is extremely encouraging. This much needed injection of additional funding will allow the Company to continue to progress the end- to-end review of its business activities at the Magellan Mine".
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 satisfaction of regulatory conditions 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.
