Canada Fluorspar Inc. ("CFI" or the "Company") (TSX VENTURE:CFI) and Arkema
("Arkema") (PARIS:AKE) are pleased to announce a joint agreement to finance the
re-activation of CFI's fluorspar project located in St. Lawrence, Newfoundland,
Canada. 


CFI and Arkema have entered into a definitive agreement pursuant to which Arkema
will initially invest Cdn$15.5 million to purchase common shares and
subscription receipts of CFI. The subscription price per common share and per
subscription receipt is C$0.75. Upon completion of this equity financing and the
subsequent funding of a new Limited Partnership (the "Partnership"), Arkema's
total investment in CFI will amount to CDN$83.5 million. 


Key Terms of the Arkema Investments

The investment will consist of two phases. Under the terms of the definitive
agreement executed today, the first tranche of the investment representing
approximately CDN$15.5 million will consist of Arkema acquiring a 9.9 percent
interest in CFI through the issuance of 10.3 million common shares from treasury
and 10.4 subscription receipts representing a further 10.0 percent of the common
shares on conversion (a total of 19.9 per cent on a when-converted basis). The
shares and subscription receipts will be issued at a price of CDN$0.75 per
common share, representing a 33.09% premium to the 30 day volume weighted
average price of CFI shares on the TSX-V ended June 14, 2011.


The investment of CDN$7.85 million received from the purchase of subscription
receipts will be placed in escrow to be released to CFI upon the closing of the
subsequent investment outlined below. 


The issuance of the common shares and subscription receipts remains subject to
the approval of the TSX Venture Exchange. 


The second investment tranche of CDN$68.0 million will be funded into the
Partnership owned equally by CFI and Arkema which is expected to be closed in
August, 2011. The Partnership will hold the mining rights and permits related to
the Blue Beach mine, Tarefare mine, the mill facilities and the tailings pond
needed to produce fluorspar.


As part of the Partnership, CFI and Arkema will enter into an Off-Take Agreement
whereby the partners will each receive a pro rata share of the output at a price
equal to the costs of production plus an agreed upon fee. In addition, Arkema
will have the right to acquire for a period of 10 years, approximately 20% of
CFI's share of the output on a pricing basis that includes costs plus a fixed
margin.


Lindsay Gorrill, CEO of CFI, will become the CEO of the general partner of the
Partnership and CFI will provide services to the Partnership under a management
services agreement. The Partnership will be governed by the Board of Directors
of its general partner, which will include two nominees from each of CFI and
Arkema and an additional independent director who will be appointed with the
agreement of both CFI and Arkema. 


Arkema will have the right to nominate two members of the CFI board of directors
and right to nominate one of its board members as a member of the Compensation,
Nomination & Governance and Audit Committees.


Lindsay Gorrill, President and CEO of CFI commented, "The transaction with
Arkema culminates an extensive search for a partner in the St. Lawrence project
that has been underway for the past three years. It provides our shareholders
with recognition of value and sources the immediate cash needed to promptly
commence development of the operations at St. Lawrence and sets out the terms
for future funding. We expect that the re-activation of the Fluorspar mines at
St Lawrence will generate over 150 direct full- time jobs on the Burin
Peninsula."


Richard Carl, Executive Chairman of CFI commented, "We welcome the involvement
of Arkema in CFI and the St. Lawrence project. Arkema's global reach in the
fluoropolymer and fluorocarbon industry, combined with its North American
presence and shared vision for our project provide us with a stable partner that
will bring back to life a project that will be of benefit to all our
stakeholders including the people of St. Lawrence and the Burin Peninsula. Our
project would not have reached its current phase of development without the
ongoing support of the Government of Newfoundland and Labrador, and its
financial assistance to fund the Company's deep water wharf, and the Town
Council and the people of St. Lawrence."


Arkema is a global chemical company and France's leading chemicals producer.
Deploying a responsible, innovation-based approach, Arkema produces
state-of-the-art specialty chemicals that provide customers with practical
solutions to such challenges as climate change, access to drinking water, the
future of energy, fossil fuel preservation and the need for lighter materials.
With operations in more than 40 countries, 14,000 employees and 8 research
centers, Arkema generates annual revenue of EUR5.9 billion. 


Advisors

CFI's legal counsel for the transaction is Stikeman Elliott LLP. Torys LLP has
advised Arkema. 


Conference Call

CFI will host a conference call at 4:00 p.m. E.T. on Wednesday, June 15, 2011 to
allow analysts and shareholders the opportunity to hear management discuss the
transaction. Dial in details for the call:




Dial in number:         416-695-6616 or 1-800-355-4959                      
                                                                            
Taped Replay:           905-694-9451 or 1-800-408-3053 (available for 14    
                        days)                                               
                                                                            
Taped Replay Pass Code: 8842752                                             
                                                                            
Live Webcast Link:      http://www.gowebcasting.com/2460                    



About the Company

The Company is a specialty mineral resource company engaged in the development
and production of fluorspar deposits at its property located in St. Lawrence,
Newfoundland, Canada, and is moving forward to reactivate existing underground
fluorspar mines, expand an existing mill, construct a new, environmentally-sound
Tailings Management Facility and build a new deep-water marine terminal in the
outer St. Lawrence Harbour for the export of fluorspar concentrate product. 


For more information please see: www.canadafluorspar.com. 

Cautionary Note and Forward-looking statements 

This press release contains forward-looking statements which include, but are
not limited to: statements regarding the results and projections contained in
the preliminary feasibility study of the project at St. Lawrence, establishment
of the Partnership, conversion of subscription receipts to common share, receipt
of TSX-V approvals, completion of definitive agreements, and outlook,
expectations, opinions, forecasts, projections, guidance or other statements
that are not statements of fact. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurance that such expectations will prove to be correct.
Results of the Company may be affected by a variety of variables and risks
associated with mining development including: loss of market, volatility of
commodity prices, currency fluctuations, imprecision of reserve estimates,
environmental risks, competition from other producers, ability to access
sufficient debt and equity capital from internal and external sources, ability
to generate sufficient cash flow to meet its current and future obligations,
regulatory approvals affecting construction and mining operations. Such
forward-looking statements are also based on a number of assumptions which may
prove to be incorrect, including, but not limited to, assumptions about the
following: the availability of financing for exploration and development
activities; the estimated timeline for the development of the project at St.
Lawrence, the supply and demand for, and the level and volatility of the price
of fluorspar, the assumptions on which resource estimates are based, the receipt
of necessary permit, market competition, ongoing relations with employees and
impacted communities, and general business and economic conditions. In addition,
the operating and capital costs in the preliminary feasibility study were
developed to be reasonable estimates within industry benchmarks. There is no
certainty that the results of the preliminary feasibility study will ever be
realized. Should one or more of the risks or uncertainties involved in
forward-looking statements relating to the preliminary feasibility study
materialize, or should the assumptions underlying the preliminary feasibility
study prove incorrect, actual results of the preliminary feasibility study may
vary materially from those anticipated, believed, estimated or expected.
Accordingly, readers should not place undue reliance on forward-looking
statements. 


The Company's forward-looking statements are expressly qualified in their
entirety by this cautionary statement and are made as of the date of this news
release. Unless otherwise required by applicable securities laws, the Company
does not intend nor does it undertake any obligation to update or review any
forward-looking statements to reflect subsequent information, event, results or
circumstances or otherwise.


Califfi Capital (TSXV:CFI)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Califfi Capital Charts.
Califfi Capital (TSXV:CFI)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Califfi Capital Charts.