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HudBay Minerals Inc. ("HudBay") (TSX:HBM)(NYSE:HBM) and Norsemont Mining Inc. ("Norsemont")
(TSX:NOM)(BVLAC:NOM) announced today the mailing of HudBay's
take-over bid circular offering to acquire (the "Offer") all
of the outstanding common shares of Norsemont
and Norsemont's directors' circular
recommending acceptance of the Offer, as contemplated by the previously
announced support agreement between HudBay
and Norsemont. Under the Offer, holders of
common shares of Norsemont have the right to
elect to receive as consideration for each deposited Norsemont common share, either: (a) 0.2617 of a HudBay common share and $0.001 in cash, or (b) cash
in an amount that is greater than $0.001, not to exceed $4.50, and, if
less than $4.50 in cash is elected, the number of HudBay
common shares equal to the excess of $4.50 over such elected cash
amount, divided by $17.19, subject, in each case, to pro-ration and
rounding as set out in the Offer and take-over bid circular. The Offer
is open for acceptance until 5:00 pm (Toronto time) on March 1, 2011,
unless the Offer is extended or withdrawn in accordance with its terms.
As previously announced, the Board of Directors of Norsemont,
upon the recommendation of the Special Committee of the Board of
Directors and following consultation with its financial and legal
advisors, determined that the consideration offered for the Norsemont common shares pursuant to the Offer is
fair, from a financial point of view, to Norsemont
shareholders (other than HudBay and its
affiliates) and that it would be in the best interests of Norsemont to support and facilitate the Offer. The Norsemont Board of Directors' directors'
circular recommends that Norsemont
shareholders accept the Offer and tender their common shares to the
Offer. The directors' circular sets out the reasons for the Board of
Directors' recommendation.
Holders of Norsemont securities are urged to
read and consider the information contained in the take-over bid
circular and directors' circular.
Officers, directors and other shareholders of Norsemont
holding common shares and convertible securities representing
approximately 35% of the outstanding common shares of Norsemont, on a fully-diluted basis, have entered
into lock-up agreements with HudBay pursuant
to which they have agreed, subject to the terms and conditions thereof,
among other things, to support the Offer (subject in the case of
directors and officers of Norsemont to their
fiduciary duties in such capacities) and deposit or cause to be
deposited under the Offer (subject in some cases to certain rights of
withdrawal) their Norsemont common shares.
Together with the 1,355,000 common shares of Norsemont
held by HudBay, these shares represent
approximately 36% of the outstanding common shares of Norsemont (on a fully-diluted basis).
Full details of the Offer, including the conditions thereof, are
contained in the take-over bid circular that is being mailed to
shareholders. A copy of the Offer and take-over bid circular, the
directors' circular, the related letter of transmittal, and other
relevant documentation has been filed with the applicable securities
regulatory authorities and may be obtained free of charge at www.sedar.com or www.edgar.com or
by contacting Kingsdale Shareholders Services
Inc., the Depositary and Information Agent in connection with the Offer
as indicated below.
HudBay Minerals Inc.
HudBay Minerals Inc. (TSX:HBM)(NYSE:HBM)
is a Canadian integrated mining company with assets in North and
Central America principally focused on the discovery, production and
marketing of metals. The company's objective is to maximize shareholder
value through efficient operations, organic growth and accretive
acquisitions, while maintaining its financial strength. A member of the
S&P/TSX Composite Index and the S&P/TSX Global Mining Index, HudBay is committed to high standards of corporate
governance and sustainability.
Norsemont Mining Inc.
Norsemont Mining Inc. (TSX:NOM)(BVLAC:NOM)
is a Canadian mineral exploration and development company focused on
the 100 percent-controlled Constancia Cu-Mo-Ag-Au
deposit in southern Peru. Norsemont's Constancia project is located approximately 100 kilometres south of Cusco, Peru. Results of an
independent definitive feasibility study on the Constancia
deposit were announced in September 2009. Please refer to Norsemont's website for the full 43-101 Technical
Report.
Forward-Looking Information
Certain of the statements made and information contained herein contain
"forward-looking statements" or "forward-looking
information" within the meaning of applicable securities laws.
Forward-looking information is prospective in nature and includes, but
is not limited to, information with respect to the anticipated timing
of the transaction and the anticipated impact of the transaction on HudBay and Norsemont.
Forward-looking information is based on the views, opinions, intentions
and estimates of management at the date the information is made, and is
based on a number of assumptions and subject to a variety of known and
unknown risks and uncertainties and other factors, including, among
other things, risks related to the Offer, as well as those risk factors
discussed in the take-over bid circular. Many of these assumptions are
based on factors and events that are not within the control of HudBay or Norsemont and
there is no assurance they will prove to be correct.
Although HudBay and Norsemont
have attempted to identify important factors that could cause actual
results to differ materially from those contained in forward-looking
information, there may be other factors that cause results not to be as
anticipated, estimated or intended. The timing and completion of the
proposed transaction is subject to certain conditions, termination
rights and other risks and uncertainties. There can be no assurance
that the forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information; there can be no assurance that the
proposed transaction will occur, or that it will occur on the timetable
or on the terms and conditions contemplated or that the strategic
benefits and competitive, operational and cost efficiencies expected to
result from the transaction will be fully realized. Accordingly,
readers should not place undue reliance on forward-looking information.
Neither HudBay nor Norsemont
undertake to update any forward-looking information, except as required
by applicable securities laws, or to comment on analyses, expectations
or statements made by third parties in respect of the Offer, HudBay, Norsemont or
their financial or operating results or securities.
This press release does not constitute an offer to buy any securities
or a solicitation of any vote or approval or a solicitation of an offer
to sell any securities.
Further Information for Norsemont Mining Shareholders: Kingsdale Shareholder Services Inc. Toll Free 1-800-775-3159 (English or French) Outside North America, Bankers and Brokers Call Collect: 416-867-2272 Facsimile: 416-867-2271, Toll Free Facsimile 1-866-545-5580 Email: contactus@kingsdaleshareholder.com
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