|By Marketwired .||
|December 2, 2013 05:47 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 12/02/13 -- Further to its press releases dated November 15, 2013 and November 21, 2013, Kimber Resources Inc. (TSX: KBR) ("Kimber" or the "Company") is pleased to announce that the Company has entered into an arrangement agreement (the "Arrangement Agreement") with Invecture Group, S.A. de C.V. ("Invecture") pursuant to which Invecture has agreed to acquire all of the common shares of Kimber (the "Common Shares") not already owned by Invecture or its affiliates by way of a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement").
Invecture acquired 62,902,631 Common Shares pursuant to its take-over bid offer dated October 10, 2013 at a price of Cdn$0.15 in cash per Common Share (the "Offer"). As a result of the take up of the Common Shares deposited to the Offer, and together with the 20,000,000 Common Shares owned by Invecture prior to the Offer and an additional 430,239 Common Shares acquired by Invecture under the procedures for notices of guaranteed delivery in respect of the Offer, Invecture currently owns a total of 83,332,870 Common Shares, representing approximately 79.59% of the issued and outstanding Common Shares.
A special meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") has been called for January 6, 2014 to approve the Arrangement. The record date for determining Shareholders entitled to receive notice of and to vote at the Meeting is November 27, 2013 (the "Record Date"). To become effective, the special resolution approving the Arrangement must be passed by: (a) two-thirds of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting; and (b) a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, excluding the 20,000,000 Common Shares acquired by Invecture prior to the Offer, in accordance with National Instrument 61-101 - Protection of Minority Security Holders in Special Transaction.
The consideration payable under the Arrangement will be identical to the consideration received by Shareholders under the Offer. Subject to the terms of the Arrangement, Shareholders will be entitled to receive payment of Cdn$0.15 in cash from Invecture for each Common Share held as of the effective time of the Arrangement.
The board of directors of Kimber (other than Invecture's appointees, being John Detmold, Bryan Nethery and Mark Pearson, who did not vote) has unanimously approved the terms of the Arrangement Agreement and recommends that the Shareholders vote FOR the resolutions approving the Arrangement.
The completion of the Arrangement is subject to satisfaction of certain customary conditions, including receipt of Shareholder approval as described above and all necessary court approvals. Assuming all of the terms and conditions of the Arrangement are satisfied, the closing of the Arrangement is expected to take place on or about January 8, 2014, following which it is expected that the Common Shares will be de-listed from the Toronto Stock Exchange and Kimber will become a wholly-owned subsidiary of Invecture.
Kimber owns mineral concessions covering in excess of 39,000 hectares in the prospective Sierra Madre gold-silver belt, including the Monterde property, where three gold-silver mineral resources have already been defined. The most advanced of these, the Carmen deposit, has been extensively drilled and has undergone detailed geologic modeling. The completion of the Updated Preliminary Economic Assessment for Monterde in 2011 represented a significant step forward for Kimber and supported further evaluation and more advanced economic studies at the Monterde deposits, with the 2012 Updated Mineral Resource Estimate Technical Report for the Carmen deposit representing a component of those activities.
Invecture is the holding company of Frontera Copper Corporation ("FCC") and owns 100% of FCC. FCC was listed on the TSX since 2004 until it was acquired by Invecture through a tender offer for all of its outstanding shares and options in May, 2009. FCC's main asset is the Piedras Verdes Copper Mine, of which FCC holds a 72% interest, located close to Alamos in the State of Sonora in North Western Mexico. The Piedras Verdes Copper Mine produces approximately 70 million pounds of Grade A LME Copper Cathode annually from an open pit crushed heap leach operation.
Forward Looking Information
Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws, including statements regarding the completion of the Arrangement, Shareholder approval of the Arrangement and the delisting of the Common Shares from the Toronto Stock Exchange. Forward-looking statements in this press release include, without limitation, statements relating to the consummation and timing of the subsequent acquisition transaction. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential" and similar expressions may be used to identify these forward-looking statements although not all forward looking statements contain such words.
Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including risks associated with the Arrangement and acquisitions generally, such as: the anticipated benefits of the Arrangement; the completion of the Arrangement; the risk of unexpected costs or liabilities relating to the Arrangement; and the risks set forth under the section "Risk Factors" in Kimber's latest Annual Information Form as filed on SEDAR.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, neither Invecture nor Kimber intends to or assumes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.