NEWS RELEASE
LUNDIN
MINING AND HUDBAY AGREE TO TERMINATE ARRANGEMENT AGREEMENT
Toronto, Ontario, February 23, 2009 ? Lundin
Mining Corporation (TSX: LUN; OMX: LUMI; NYSE: LMC) (?Lundin Mining? or
the ?Company?) announced today that it has entered into an agreement with
HudBay Minerals Inc. (?HudBay?) whereby the companies have agreed to terminate
the previously announced arrangement agreement dated November 21, 2008 (the
?Arrangement Agreement?), pursuant to which HudBay agreed to acquire all of the
outstanding shares of Lundin Mining subject to the satisfaction of certain
conditions (the ?Arrangement?).
HudBay and Lundin Mining have determined that
it is unlikely that HudBay?s shareholders will approve the
Arrangement. In order to avoid the time and expense of preparing
for and holding the HudBay shareholders meeting, HudBay and Lundin Mining have
agreed to terminate the Arrangement Agreement. In consideration of
terminating the Arrangement Agreement and in recognition of HudBay?s 19.9%
ownership interest in Lundin Mining, the companies have agreed to the following
terms in the termination agreement:
? As long as HudBay
owns 10% or more of the outstanding common shares of Lundin Mining, HudBay
shall be entitled to designate one nominee acceptable to Lundin for inclusion
on the management slate of nominees for election to the Lundin Mining board of
directors;
? As long as HudBay
owns 10% or more of the outstanding common shares of Lundin Mining, HudBay
shall have the right to maintain its then current level of ownership of the
common shares of Lundin Mining in connection with, and as a part, of any public
offering or private placement of Lundin Mining common shares by Lundin Mining;
? For a period of six
months following the date of the termination agreement, HudBay shall have a
right of first offer in connection with any proposed sale or transfer of
material assets of Lundin. This right in no way binds Lundin to accept
any offer from HudBay;
? A mutual release in
respect of any and all rights in connection with or arising from the
Arrangement Agreement; and
? HudBay and Lundin
Mining are bound by a reciprocal standstill covenant for a period of twelve
months from the date of the termination agreement.
In addition, HudBay will continue to be bound
by the terms of the subscription agreement under which HudBay acquired its
holding in Lundin Mining. The terms include restrictions on voting and
limiting the amount of shares that can be disposed of in any six month period.
Commenting on the agreement reached with
HudBay, Mr. Phil Wright, President and Chief Executive of Lundin Mining, said
?We are pleased to have agreed this release with HudBay. It seemed the
only sensible course of action and it now enables Lundin to get on with its
business without any on-going uncertainty or restrictions?.
ABOUT LUNDIN
MINING
Lundin Mining Corporation is a diversified
base metals mining company with operations in Portugal, Spain and Sweden,
producing copper, nickel, lead and zinc. In addition, Lundin Mining holds a
development project pipeline which includes the world class Tenke Fungurume
copper/cobalt project in the Democratic Republic of Congo and holds an
extensive exploration portfolio and interests in international mining and
exploration ventures.
On Behalf of the Board,
Phil Wright
President and CEO
For further information, please contact:
Sophia
Shane, Investor Relations North America: 604-689-7842
Josh Crumb, Senior Business Analyst: 416-342-5560
Robert Eriksson, Investor Relations Europe: +46 (701) 112615
Forward Looking Statements
Certain of the statements made and information contained herein is
?forward-looking information? within the meaning of the Ontario Securities Act
or ?forward-looking statements? within the meaning of Section 21E of the
Securities Exchange Act of 1934 of the United States. Forward-looking
statements are subject to a variety of risks and uncertainties which could
cause actual events or results to differ from those reflected in the
forward-looking statements, including, without limitation, risks and
uncertainties relating to foreign currency fluctuations; risks inherent in
mining including environmental hazards, industrial accidents, unusual or
unexpected geological formations, ground control problems and flooding; risks
associated with the estimation of mineral resources and reserves and the
geology, grade and continuity of mineral deposits; the possibility that future
exploration, development or mining results will not be consistent with the
Company?s expectations; the potential for and effects of labour disputes or
other unanticipated difficulties with or shortages of labour or interruptions
in production; actual ore mined varying from estimates of grade, tonnage,
dilution and metallurgical and other characteristics; the inherent uncertainty
of production and cost estimates and the potential for unexpected costs and
expenses, commodity price fluctuations; uncertain political and economic
environments; changes in laws or policies, foreign taxation, delays or the
inability to obtain necessary governmental permits; and other risks and
uncertainties, including those described under Risk Factors Relating to the
Company?s Business in the Company?s Annual Information Form and in each
management discussion and analysis. Forward-looking information is in addition
based on various assumptions including, without limitation, the expectations
and beliefs of management, the assumed long term price of copper, lead and
zinc; that the Company can access financing, appropriate equipment and
sufficient labour and that the political environment where the Company operates
will continue to support the development and operation of mining projects. Should
one or more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in forward-looking statements. Accordingly, readers are advised not
to place undue reliance on forward-looking statements.
Cautionary Notes to
Investors - Reserve and Resource Estimates
In
accordance with applicable Canadian securities regulatory requirements, all
mineral reserve and mineral resource estimates of the Company disclosed or
incorporated by reference in this Annual Information Form have been prepared in
accordance with Canadian National Instrument 43-101 - Standards of Disclosure
for Mineral Projects (?NI 43-101?), classified in accordance with Canadian
Institute of Mining Metallurgy and Petroleum?s ?CIM Standards on Mineral
Resources and Reserves Definitions and Guidelines? (the ?CIM Guidelines?). The
definitions of mineral reserves and mineral resources are set out in our
disclosure of our mineral reserve and mineral resource estimates in our Annual
Information Form.
The
Company uses the terms ?mineral resources?, ?measured mineral resources?,
?indicated mineral resources? and ?inferred mineral resources?. While those
terms are recognized by Canadian securities regulatory authorities, they are
not recognized by the United States Securities and Exchange Commission the
(?SEC?) and the SEC does not permit U.S. companies to disclose resources in
their filings with the SEC.
Pursuant
to the CIM Guidelines, mineral resources have a higher degree of uncertainty
than mineral reserves as to their existence as well as their economic and legal
feasibility. Inferred mineral resources, when compared with measured or
indicated mineral resources, have the least certainty as to their existence,
and it cannot be assumed that all or any part of an inferred mineral resource
will be upgraded to an indicated or measured mineral resource as a result of
continued exploration. Pursuant to NI 43-101, inferred mineral resources may
not form the basis of any economic analysis, including any feasibility study.
Accordingly, readers are cautioned not to assume that all or any part of a
mineral resource exists, will ever be converted into a mineral reserve, or is
or will ever be economically or legally mineable or recovered.