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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/16/06 Lundin Mining Corp 40FR12B 97:20M Newsfile Cor… Toronto/FA |
Document/Exhibit Description Pages Size 1: 40FR12B Registration of Securities of a Canadian Issuer -- HTML 103K SEA'34 §12(b) 2: EX-23.1 Consent of Experts or Counsel HTML 22K 11: EX-23.10 Consent of Experts or Counsel HTML 22K 3: EX-23.2 Consent of Experts or Counsel HTML 22K 4: EX-23.3 Consent of Experts or Counsel HTML 24K 5: EX-23.4 Consent of Experts or Counsel HTML 24K 6: EX-23.5 Consent of Experts or Counsel HTML 24K 7: EX-23.6 Consent of Experts or Counsel HTML 24K 8: EX-23.7 Consent of Experts or Counsel HTML 22K 9: EX-23.8 Consent of Experts or Counsel HTML 22K 10: EX-23.9 Consent of Experts or Counsel HTML 22K 12: EX-99.1 Miscellaneous Exhibit HTML 85K 21: EX-99.10 Miscellaneous Exhibit HTML 23K 22: EX-99.11 Miscellaneous Exhibit HTML 28K 23: EX-99.12 Miscellaneous Exhibit HTML 84K 24: EX-99.13 Miscellaneous Exhibit HTML 25K 25: EX-99.14 Miscellaneous Exhibit HTML 32K 26: EX-99.15 Miscellaneous Exhibit HTML 26K 27: EX-99.16 Miscellaneous Exhibit HTML 169K 28: EX-99.17 Miscellaneous Exhibit HTML 24K 29: EX-99.18 Miscellaneous Exhibit HTML 212K 30: EX-99.19 Miscellaneous Exhibit HTML 543K 13: EX-99.2 Miscellaneous Exhibit HTML 169K 31: EX-99.20 Miscellaneous Exhibit HTML 24K 32: EX-99.21 Miscellaneous Exhibit HTML 190K 33: EX-99.22 Miscellaneous Exhibit HTML 37K 34: EX-99.23 Miscellaneous Exhibit HTML 304K 35: EX-99.24 Miscellaneous Exhibit HTML 25K 36: EX-99.25 Miscellaneous Exhibit HTML 24K 37: EX-99.26 Miscellaneous Exhibit HTML 33K 38: EX-99.27 Miscellaneous Exhibit HTML 25K 39: EX-99.28 Miscellaneous Exhibit HTML 535K 40: EX-99.29 Miscellaneous Exhibit HTML 35K 14: EX-99.3 Miscellaneous Exhibit HTML 25K 41: EX-99.30 Miscellaneous Exhibit HTML 384K 42: EX-99.31 Miscellaneous Exhibit HTML 209K 43: EX-99.32 Miscellaneous Exhibit HTML 22K 44: EX-99.33 Miscellaneous Exhibit HTML 26K 45: EX-99.34 Miscellaneous Exhibit HTML 24K 46: EX-99.35 Miscellaneous Exhibit HTML 22K 47: EX-99.36 Miscellaneous Exhibit HTML 26K 48: EX-99.37 Miscellaneous Exhibit HTML 212K 49: EX-99.38 Miscellaneous Exhibit HTML 52K 50: EX-99.39 Miscellaneous Exhibit HTML 25K 15: EX-99.4 Miscellaneous Exhibit HTML 39K 51: EX-99.40 Miscellaneous Exhibit HTML 551K 52: EX-99.41 Miscellaneous Exhibit HTML 25K 53: EX-99.42 Miscellaneous Exhibit HTML 33K 54: EX-99.43 Miscellaneous Exhibit HTML 24K 55: EX-99.44 Miscellaneous Exhibit HTML 25K 56: EX-99.45 Miscellaneous Exhibit HTML 25K 57: EX-99.46 Miscellaneous Exhibit HTML 25K 58: EX-99.47 Miscellaneous Exhibit HTML 28K 59: EX-99.48 Miscellaneous Exhibit HTML 25K 60: EX-99.49 Miscellaneous Exhibit HTML 26K 16: EX-99.5 Miscellaneous Exhibit HTML 31K 61: EX-99.50 Miscellaneous Exhibit HTML 244K 62: EX-99.51 Miscellaneous Exhibit HTML 269K 63: EX-99.52 Miscellaneous Exhibit HTML 44K 64: EX-99.53 Miscellaneous Exhibit HTML 24K 65: EX-99.54 Miscellaneous Exhibit HTML 25K 66: EX-99.55 Miscellaneous Exhibit HTML 105K 67: EX-99.56 Miscellaneous Exhibit HTML 415K 68: EX-99.57 Miscellaneous Exhibit HTML 52K 69: EX-99.58 Miscellaneous Exhibit HTML 38K 70: EX-99.59 Miscellaneous Exhibit HTML 260K 17: EX-99.6 Miscellaneous Exhibit HTML 26K 71: EX-99.60 Miscellaneous Exhibit HTML 112K 72: EX-99.61 Miscellaneous Exhibit HTML 169K 73: EX-99.62 Miscellaneous Exhibit HTML 24K 74: EX-99.63 Miscellaneous Exhibit HTML 24K 75: EX-99.64 Miscellaneous Exhibit HTML 240K 76: EX-99.65 Miscellaneous Exhibit HTML 513K 77: EX-99.66 Miscellaneous Exhibit HTML 25K 78: EX-99.67 Miscellaneous Exhibit HTML 30K 79: EX-99.68 Miscellaneous Exhibit HTML 33K 80: EX-99.69 Miscellaneous Exhibit HTML 39K 18: EX-99.7 Miscellaneous Exhibit HTML 168K 81: EX-99.70 Miscellaneous Exhibit HTML 479K 82: EX-99.71 Miscellaneous Exhibit HTML 344K 83: EX-99.72 Miscellaneous Exhibit HTML 25K 84: EX-99.73 Miscellaneous Exhibit HTML 42K 85: EX-99.74 Miscellaneous Exhibit HTML 48K 86: EX-99.75 Miscellaneous Exhibit HTML 27K 87: EX-99.76 Miscellaneous Exhibit HTML 707K 88: EX-99.77 Miscellaneous Exhibit HTML 21K 89: EX-99.78 Miscellaneous Exhibit HTML 23K 90: EX-99.79 Miscellaneous Exhibit HTML 23K 19: EX-99.8 Miscellaneous Exhibit HTML 30K 91: EX-99.80 Miscellaneous Exhibit HTML 24K 92: EX-99.81 Miscellaneous Exhibit HTML 28K 93: EX-99.82 Miscellaneous Exhibit HTML 41K 94: EX-99.83 Miscellaneous Exhibit HTML 37K 95: EX-99.84 Miscellaneous Exhibit HTML 23K 96: EX-99.85 Miscellaneous Exhibit HTML 24K 97: EX-99.86 Miscellaneous Exhibit HTML 32K 20: EX-99.9 Miscellaneous Exhibit HTML 1.05M
Lundin Mining Corporation: Exhibit 99.4 - Prepared by TNT Filings Inc. |
2101 - 885 West Georgia Street | Hovslagargatan 5 | |
Vancouver, B.C. Canada V6C 3E8 | SE-111 48 Stockholm, Sweden | |
Tel: +1 604 689 78 42 | Tel: +46 8 545 074 70 | |
Fax: +1 604 689 42 50 | Fax: +46 8 545 074 71 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, THE UNITED STATES, AUSTRALIA OR JAPAN
Lundin Mining Corporation ("Lundin Mining")
and
ARCON International Resources P.l.c. ("ARCON")
ANNOUNCE INTENTION TO MERGE
Highlights of the Intended Merger Transaction
The Board of Lundin Mining and the Board of ARCON announce that agreement in principle has been reached on the terms of a merger of the companies which the Board of ARCON anticipate they will recommend. To effect the proposed merger, Lundin Mining would make an offer, subject to an 80% minimum acceptance condition, for the entire issued share capital of ARCON in exchange for US$63 million cash, currently equivalent to approximately €0.276 per ARCON Ordinary Share, and 5.6 million shares in Lundin Mining, currently equivalent to approximately €0.262 per ARCON Ordinary Share (each based on the exchange rates referred to below). Based on the current issued share capital of both companies (undiluted) this would result in ARCON shareholders having an aggregate interest in Lundin Mining following the merger of approximately 14%. Lundin Mining anticipates making the offer as soon as practicable.
Sir Anthony O'Reilly, the principal shareholder in ARCON, has advised that an offer on these terms would be acceptable to him.
Lundin Mining Corporation For the purposes of this announcement, the Board of ARCON is
comprised of all Directors of ARCON other than Mr. Tony O'Reilly Jnr, the
current Chairman of ARCON, who is expected to be appointed to the Board of
Lundin Mining following completion of the merger.
The value of the proposed offer is US$122.7 million,
equivalent to approximately €93.6 million (based on a 1.3101 US$/€ exchange
rate, a 1.2431 C$/US$ exchange rate and the share price of Lundin Mining on
March 2, 2005 (being the latest business day prior to this announcement)) and
equating to €0.538 per ARCON Ordinary Share. While this represents a discount to
the last dealt price per ARCON Ordinary Share on the Irish Stock Exchange on
March 2, 2005 (being the latest business day prior to this announcement), the
Board of ARCON recognise that the current ARCON share price follows a short
period of strong share price appreciation, with limited liquidity. Relative to
the average closing price per ARCON Ordinary Share over the twelve, six and
three month periods prior to this announcement, the offer price represents
premia of approximately 32%, 35% and 30% respectively. The Board of ARCON anticipate that they will recommend this
offer, once formally made at this level, having regard particularly to
the opportunity represented by the share element of the offer consideration
which provides ARCON shareholders with the opportunity to retain an interest in
ARCON's exploration prospects around the Galmoy mine, while also participating
in the exploration and production diversification, and improved cash flows of
the combined group. Such a decision is based on the Board's belief that the
combination of Galmoy with Lundin Mining's interests would not only maintain the
ability of ARCON shareholders to capitalise on the prevailing high commodity
price environment, but would also expose ARCON shareholders to a broader asset
portfolio and a group with a strong balance sheet for future growth. The
improved cash flows and cash resources of the combined group will make it
possible to further develop the Galmoy mine by investing in operations,
production and exploration, thereby exploiting the mine's full potential.
Lundin Mining, which is listed on the Toronto Stock Exchange
and on the O-list at Stockholmsbörsen (the Stockholm Stock Exchange), is a
Canadian mining and exploration company with a primary focus in Europe. As at
December 31, 2004, the company had cash of approximately C$105 million (US$85
million) and investments with a market value approaching US$30 million. The
principal asset of the company is the Zinkgruvan mine in Sweden. The mine has
been producing zinc, lead and silver on a continuous basis since 1857, and
currently has an estimated 11-year reserve life with additional resources that
could support mining for a further 8 years. Lundin Mining also holds
approximately 74% of the shares of North Atlantic Natural Resources (NAN), a
mining and exploration company listed on the Stockholmsbörsen O-list. NAN's
primary asset is the Storliden copper and zinc mine in Northern Sweden. A public
offer has been made for the remaining shares of NAN by Lundin Mining, and is
expected to close March 4, 2005. For the year ended December 31, 2004, the
Zinkgruvan mine produced approximately 61,547 tonnes of zinc at cash costs of
approximately US$0.23/lb of zinc, while Storliden produced 22,348 tonnes of zinc
at cash costs of approximately US$0.11/lb zinc (both net of by-product credits).
Lundin Mining also holds a large copper/gold exploration project in the
Norbotten Mining District in northern Sweden. In December 2004, Lundin Mining
entered into an agreement with Silver Wheaton Corporation, whereby Lundin Mining
agreed to sell all of its silver production from Zinkgruvan to Silver Wheaton
Corporation for an upfront cash payment of US$50 million, in addition to 6
million (post-consolidation) Silver Wheaton shares (ticker symbol: SLW on the
TSX), and 30 million Silver Wheaton warrants (ticker symbol: SLW-W on the TSX),
plus an ongoing payment of US$3.90 per ounce of silver produced.
News Release
Page 2
Lundin Mining Corporation Mr. Lukas Lundin, Chairman of Lundin Mining, said:
"This merger will create a premier zinc mining investment
choice for investors. With three low-cost and profitable mines focused in
Europe, the combined company will generate substantial cash flow which will be
used to further enhance the company's growth strategy. The merger will combine
two quality management teams who can invest immediately in the Galmoy mine to
further enhance operational performance and to seek to expand the Galmoy mine
life through a substantially enhanced exploration program. The combined entity
will continue to have the backing of the Lundin family, with its track record
of adding shareholder value, and the involvement of Sir Anthony O'Reilly,
ARCON's principal shareholder, who, following completion of the merger, will
have a significant interest in the share capital of Lundin Mining
(approximately 9% on an undiluted basis)." ARCON is an Irish mining and exploration company that is
listed on the main markets of the Irish Stock Exchange and of the London Stock
Exchange. The main asset of the company is the Galmoy mine located in Kilkenny
County, Ireland, which, following the discovery of the "R" zone in 2003, has
been recently extended by the grant of State Mining Licence No. 8 in respect of
part of the "R" zone. Royalty terms agreed with the Irish Government's
Department of Communications, Marine and Natural Resources on SML 8, all
existing licences and any further new 2005 licences are 1.25% of revenue for the
period from March 24, 2001 to June 30, 2006 and 1.75% thereafter until cessation
of production. The Galmoy mine, for the year ended December 31, 2004, produced
approximately 69,000 tonnes of zinc and approximately 15,000 tonnes of lead. Mr. Peter Kidney, Chief Executive of ARCON, said:
"The combination of ARCON and Lundin will be a tremendous
opportunity for ARCON shareholders to participate in the creation of a
substantial European-based base metals company with considerable exploration
potential. The timing of this potential transaction captures the recent
strength in both zinc and lead commodity prices and enhances investor exposure
to them."
News Release
Page 3
The making of the offer is subject to certain conditions including the provision of an undertaking by Sir Anthony O'Reilly to accept the offer, the obtaining of all requisite regulatory body approvals and the execution of an agreement between Lundin Mining and ARCON in regard to the conduct of the proposed merger.
Lundin Mining Corporation There can be no certainty that an offer will be made, and, if an offer is
made, there can be no certainty as to the terms and conditions of that possible
offer.
An independent committee of the Board of ARCON will be established for the
purposes of considering the offer, if and, when it is made. Davy Corporate
Finance Limited have been appointed to provide independent financial advice with
respect to the offer, if and when it is made.
Lundin Mining have appointed Macquarie Bank Limited to provide advice in
relation to the offer.
A further announcement regarding the formal offer will be made in due course.
-ENDS -
News Release
Page 4
For further information, contact: |
|
Peter Kidney/James McCarthy |
Sophia Shane |
ARCON International Resources P.l.c. |
Lundin Mining Corporation |
Tel: + 353 1 667 3063 |
Tel: + 1 604 689 7842 |
Eugenée Mulhern |
Richard Gannon |
Davy Corporate Finance Limited |
Macquarie Bank Limited |
Tel: + 353 1 679 6363 |
Tel: + 44 20 7065 2173 |
Pauline McAlester |
|
Murray Consultants |
|
Tel: + 353 1 4980300 |
|
Davy Corporate Finance Limited, which is regulated in Ireland by the Irish Financial Services Regulatory Authority, is acting for ARCON and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than ARCON for providing the protections afforded to clients of Davy Corporate Finance Limited nor for providing advice in relation to the matter referred to in this announcement.
Macquarie Bank Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Lundin Mining and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Lundin Mining for providing the protections afforded to clients of Macquarie Bank Limited nor for providing advice in relation to the matter referred to in this announcement.
The Directors of ARCON accept responsibility for the information contained in this announcement, other than that for which the Directors of Lundin Mining accept responsibility. To the best of the knowledge and belief of the Directors of ARCON, who have taken all reasonable care to ensure that such is the case), the information contained in the announcement for which they accept responsibility is in accordance with the facts and, does not omit anything likely to affect the import of such information.
Lundin Mining Corporation The Directors of Lundin Mining accept responsibility for the
information contained in this announcement, other than that for which the
Directors of ARCON accept responsibility. To the best of the knowledge and
belief of the Directors of Lundin Mining, who have taken all reasonable care to
ensure that such is the case), the information contained in the announcement for
which they accept responsibility is in accordance with the facts and, does not
omit anything likely to affect the import of such information.
Any person who is the holder of 1% or more of the shares of
ARCON may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel
Act, 1997, Takeover Rules, 2001 and 2002, effective from the date of this
announcement.
News Release
Page 5
This ‘40FR12B’ Filing | Date | Other Filings | ||
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Filed on: | 10/16/06 | F-X | ||
6/30/06 | ||||
3/4/05 | ||||
3/3/05 | ||||
3/2/05 | ||||
12/31/04 | ||||
3/24/01 | ||||
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