Dundee Precious Metals Enters Into Agreement With Weatherly International for the Purchase of Namibian Smelter Assets
January 14 2010 - 8:30AM
Marketwired
Dundee Precious Metals Inc. (TSX: DPM)(TSX: DPM.WT)(TSX: DPM.WT.A)
("DPM" or "the Company") is pleased to announce it has entered into
a binding letter of intent (the "LOI") with Weatherly International
plc ("WTI") for the purchase of WTI's Tsumeb smelter assets and
related business. The acquisition includes all land, plant and
other assets used by or in connection with or which benefit or
pertain to WTI's smelter business (the "Transaction").
The consideration to be provided to WTI by DPM upon completion
of the Transaction will be:
i. US$33 million, consisting of:
a. US$18 million in cash (less any amounts drawn under a US$2 million
working capital loan to be provided to WTI, as outlined below); and
b. the issuance of approximately 4,446,420 fully paid common shares of
DPM; and
ii. the assumption by DPM of all third party obligations of Namibia Custom
Smelters (Pty) Limited ("NCS"), a subsidiary of WTI.
Under the LOI, DPM will (subject to any necessary exchange
control consents being obtained) provide: (i) a working capital
loan facility to WTI of up to US$2 million, and (ii) a working
capital loan facility to NCS of up to US$4 million. The loans shall
be made on the same terms as the current loan agreement between
Chelopech Mining EAD ("CME") and NCS.
"DPM's purchase of the Tsumeb smelter will secure value-added,
downstream processing capacity for the Company" said Jonathan
Goodman, President and CEO of DPM. "This is a very important
consideration as we work to double concentrate production at our
Chelopech Mine. We see great opportunity as a custom smelter for
complex concentrates and look forward to developing this asset and
its related business opportunities."
The LOI is conditional inter alia upon:
i. the parties entering into a detailed sale and purchase agreement
containing the warranties, indemnities and other terms provided for in
the LOI;
ii. WTI shareholder approval;
iii. WTI's agreement not to exercise its remaining rights under its
subscription agreement with DPM dated July 31, 2009 and DPM release of
all such obligations;
iv. there having been no material adverse change in the physical assets,
licences, permits, waivers, consents or approvals that benefit the
smelter operations;
v. WTI's convertible noteholders consent and agreement to the full
settlement of their notes (and discharge of security for such notes);
and
vi. Toronto Stock Exchange approvals.
As of today, DPM has received irrevocable undertakings from
approximately 44% of WTI shareholders to support the Transaction.
The outstanding conditions of the LOI are to be satisfied by
February 28, 2010 or such other date as the parties may agree. In
the event the Transaction is not completed by June 30, 2010, any
amounts drawn down under the loan to NCS would become due to DPM on
demand.
CONFERENCE CALL
DPM will hold a conference call to discuss the Transaction with
analysts on Thursday, January 14, 2010 at 11:00 a.m. (EST). The
call will be hosted by Jonathan Goodman, President and Chief
Executive Officer, and will be webcast live (audio only) at:
http://events.digitalmedia.telus.com/dundee/011410/index.php. The
audio webcast of this call will be archived and available on the
Company's website at www.dundeeprecious.com.
Dundee Precious Metals Inc. is a Canadian based, international
mining company engaged in the acquisition, exploration, development
and mining of precious metals. DPM owns the Chelopech Mine, a
producing gold/copper mine, and the Krumovgrad Gold Project, a
mining development project, both located in Bulgaria, as well as a
95% interest in the Kapan Mine in Armenia. In addition, it is
engaged in mineral exploration activities in Serbia.
FORWARD-LOOKING STATEMENTS
This news release may contain certain information that
constitutes forward-looking statements. Forward-looking statements
are frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking statements are based on the opinions
and estimates of management at the date the statements are made,
and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
These factors include the inherent risks involved in the
exploration and development of mineral properties, the
uncertainties involved in interpreting drilling results and other
geological data, fluctuating metal prices and other factors
described above and in the Company's most recent annual information
form under the heading "Risk Factors" which has been filed
electronically by means of the Canadian Securities Administrators'
website located at www.sedar.com. The Company disclaims any
obligation to update or revise any forward-looking statements if
circumstances or management's estimates or opinions should change.
The reader is cautioned not to place undue reliance on
forward-looking statements.
Contacts: Dundee Precious Metals Inc. Jonathan Goodman President
& Chief Executive Officer (416) 365-2408 Email:
jgoodman@dundeeprecious.com Dundee Precious Metals Inc. Stephanie
E. Anderson Executive Vice President & CFO (416) 365-2852
Email: sanderson@dundeeprecious.com Dundee Precious Metals Inc.
Lori Beak Vice President, Investor Relations & Corporate
Secretary (416) 365-5165 Email: lbeak@dundeeprecious.com
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