20 December 2013
Completion of Acquisition of Pallancata And Inmaculada Minorities
Hochschild Mining plc ("Hochschild" or the "Company") is pleased to announce today the completion of the previously announced plan of arrangement to acquire the 40% interests held by International Minerals Corporation ("IMZ") in the Pallancata mine and Inmaculada Advanced Project in Peru (the "Peruvian Assets", and collectively the "Acquisition"). The shareholders of both IMZ and Hochschild voted overwhelmingly in favour of the transaction at meetings of shareholders held on 26 November 2013 and 29 November 2013 respectively. For further details on the transaction, see below and the Company's press release dated 2 October 2013.
Ignacio Bustamante, Chief Executive Officer commented:
"I am pleased that we have finalised the acquisition of IMZ and, through that, the remaining stakes in both our biggest current cashflow generator and our most exciting project. We are making good progress at Inmaculada with production on track to commence by the end of 2014 and remain convinced that the consolidation of these assets will deliver significant long term value to our shareholders."
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Enquiries:
Hochschild Mining plc
Charles Gordon +44 (0)20 7907 2934
Head of Investor Relations
RBC Capital Markets +1 416 842 7588
Justin Barr
Timothy Loftsgard
RLM Finsbury
Charles Chichester (Public Relations) +44 (0)20 7251 3801
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About Hochschild Mining plc
Hochschild Mining plc is a leading precious metals company listed on the London Stock Exchange (HOCM.L / HOC LN) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has almost fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates four underground epithermal vein mines, three located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.
Information on IMZ and the Peruvian Assets
IMZ is a Canadian public company headquartered in Scottsdale, Arizona, with interests in gold and silver properties, both producing and under development, in Peru and the USA. The company is currently listed on the Toronto stock exchange and the SIX Swiss exchange under the symbol "IMZ" and is also quoted on the Frankfurt stock exchange under the symbol "MIW".
Hochschild is primarily acquiring IMZ's 40% interests in two mineral assets in Peru:
· Pallancata, an underground mine principally producing silver since 2007, with current annual production of 7.4 million ounces of silver and 26,230 ounces of gold and an estimated resource mine life of 7.4 years based on existing measured and indicated resources; and
· Inmaculada, an underground gold and silver deposit scheduled for production in Q4 2014. It has an expected total production of approximately 12 million silver equivalent ounces per annum and an estimated mine life of at least 6.3 years based on existing resources. On 20 September 2013, Hochschild announced that the Peruvian government had approved the mill construction permit for Inmaculada. This represents completion of the final stage of the project's construction permitting process with commissioning on track for Q4 2014.
Structure of the Acquisition
In connection with the Acquisition, each IMZ shareholder (other than Hochschild or its affiliates) will receive a cash payment of $2.38 per IMZ share (for aggregate cash consideration of $271 million) and each IMZ shareholder (including Hochschild or its affiliates) will receive one common share of Chaparral Gold Corp ("Chaparral Gold") per IMZ share.
As a condition to the completion of the Acquisition, IMZ has transferred all of its assets (other than the Peruvian Assets) and all of its liabilities (other than the liabilities related to the Peruvian Assets), to Chaparral Gold (the "IMZ Internal Re-organisation"). The IMZ Internal Re-organisation was effected pursuant to the terms of a master re-organisation agreement among IMZ, Chaparral Gold and the directly-held, non-Peruvian subsidiaries of IMZ. The following non-Peruvian assets and liabilities of IMZ have been transferred to Chaparral Gold: (i) IMZ's remaining cash and receivables (estimated at approximately $58 million) and (ii) IMZ's non-Peruvian (primarily Nevada) subsidiaries and related liabilities.
As required by Canadian securities laws, a formal, independent valuation of the IMZ shares and Chaparral Gold shares was obtained by IMZ which was included in the notice and materials for the IMZ shareholder meeting held on 26 November 2013.
On 29 November 2013, Chaparral Gold received conditional approval to have its shares listed on the Toronto Stock Exchange ("TSX") subject to satisfaction of customary listing conditions. As a result of the Acquisition, the IMZ's shareholders (including Hochschild through an affiliate) were issued shares of Chaparral Gold by way of the plan of arrangement under the Canadian Act in proportion to their existing shareholdings in IMZ.
Hochschild (through a newly established Canadian acquisition subsidiary, HOC Holdings Canada Inc.) has acquired 100% of the shares of IMZ (which, at the point of acquisition, held only the Peruvian Assets and liabilities related to the Peruvian Assets) that it does not already own by way of the plan of arrangement under the Canadian Act. In connection with the Acquisition of the Peruvian Assets, Hochschild acquired and retained IMZ. Chaparral Gold has indemnified the Company and certain other entities with respect to all damages that they may suffer or incur as a result of, or arising directly or indirectly out of, or in connection with, or from the failure of Chaparral Gold to satisfy any assumed liability, which includes liabilities and obligations of IMZ related to the non-Peruvian companies being transferred to Chaparral Gold as well as change of control payments, the termination fee, and taxes which may become payable as a result of the re-organisation or the distribution of Chaparral Gold shares, as well as tax liabilities for taxation years ending prior to the acquisition. To the extent that the indemnity is insufficient or unenforceable, the Company or IMZ may be liable for such liabilities after the Acquisition.
Trading of IMZ's shares on will cease on the TSX, the SIX Swiss Exchange, the Frankfurt stock exchange and various other stock exchanges in Germany, in accordance with the rules of each exchange. Formal delisting from the TSX and the SIX Swiss Exchange will take place before the end of the year. Hochschild intends to cause IMZ to apply to de-list from the TSX, to submit an application to cease to be a reporting issuer and to otherwise terminate its public reporting requirements as soon as possible thereafter.
Notes and Disclaimers:
Note: All dollar amounts in this announcement refer to U.S. dollars.
This announcement may contain certain forward-looking statements with respect to Hochschild's expectation and plans, strategy, management's objectives, future performance, production, costs, revenues and other trend information. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. The statements have been made with reference to forecast price changes, economic conditions and the current regulatory environment. Nothing in this presentation should be construed as a profit forecast. Past share performance cannot be relied on as a guide to future performance. Except as required by applicable law or regulation, the Group does not undertake any obligation to update or change any forward-looking statements contained in this announcement or any other forward-looking statement it may make.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States except pursuant to registration under, or an exemption from the registration requirements of, the Securities Act. The Placing securities referred to in this announcement are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S) meeting the requirements of Regulation S and may be made within the United States to institutional investors who are qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactions that are exempt from, or not subject to, the registration requirements under the Securities Act. There will be no public offering of securities in the United States.
RBC Capital Markets is a trading name used by subsidiaries of the Royal Bank of Canada including RBC Dominion Securities Inc., RBC Capital Markets LLC and RBC Europe Limited (collectively, "RBC Capital Markets"). RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Hochschild and no one else in connection with the distribution of this document and will not be responsible to anyone other than Hochschild for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in connection with the Acquisition.
