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Message: NR Lumina Royalty takeover....long term assets Argintina, Chile
Franco-Nevada to Acquire Lumina Royalty Corp. for $66 million

TORONTO, ONTARIO--(Marketwire - Sept. 22, 2011) - Franco-Nevada Corporation (TSX:FNV)(NYSE:FNV) ("Franco-Nevada") and Lumina Royalty Corp. ("Lumina Royalty") have entered into an arrangement agreement whereby Franco-Nevada will acquire all of the common shares of Lumina Royalty by way of a court approved plan of arrangement for US$60 million in Franco-Nevada common shares and US$6 million in listed Franco-Nevada warrants ((TSX:FNV.WT.A) with a C$75.00 exercise price, expiring June 16, 2017). Under the arrangement, Lumina Royalty shareholders will receive 0.03487 Franco-Nevada common shares and 0.01917 Franco-Nevada warrants for each Lumina Royalty common share held.

Lumina Royalty owns a portfolio of royalties on four development stage porphyry deposits in Chile and Argentina:

  • A 1.5% net smelter return ("NSR") royalty on Teck Resources Ltd.'s Relincho copper/molybdenum advanced development project located in Region III, Chile. Teck has indicated that it expects to complete a pre-feasibility study for the project in the third quarter of 2011 and has also indicated the potential for annual production of approximately 190,000 tonnes of copper in concentrate and 7,000 tonnes of molybdenum in concentrate over an estimated mine life of more than 20 years. Under the terms of the royalty, payments begin four years following the date of commercial production at Relincho.
  • A 1.08% NSR royalty on Lumina Copper Corp.'s Taca Taca copper/gold/molybdenum project located in Salta Province, Argentina. According to Lumina Copper Corp., the property has an National Instrument 43-101 compliant inferred resource of 841 million tonnes grading 0.64% copper equivalent, containing 8.71 billion pounds of copper, 2.97 million ounces of gold and 333.7 million pounds of molybdenum. Lumina Copper Corp. has stated that it is undertaking an 87,000 meter drill program at Taca Taca and has announced in recent news releases that the ongoing drill program has increased the depth of the known mineralization by up to 350 meters in certain areas and encountered mineralization 500 meters to the north-northwest of the known mineral resource.
  • A fixed rate copper royalty and a 1.5% NSR on Coro Mining Corp.'s San Jorge copper/gold/molybdenum project located in Mendoza Province, Argentina. The copper royalty is calculated as $0.02 per pound of proven and probable copper sulphide reserves at commercial production less any advanced minimum payments already paid. Advanced payments in the amount of $6.5 million have been paid to-date with a $5 million payment due in May, 2012 and an additional $5 million payment due in May, 2013. The 1.5% NSR royalty pertains to all metal production, other than copper. Coro's preliminary economic assessment for San Jorge includes total life of mine production of 629,000 ounces of gold and 1.4 billion pounds of copper. On August 25, 2011, the Provincial Legislature of Mendoza denied ratification of Coro's San Jorge Environmental Impact Declaration. The San Jorge royalty interest is held by Minera Global, a wholly owned Chilean subsidiary of Lumina Royalty. In the event that the May 2012 minimum advance payments are not made by Coro, it is obligated to return the San Jorge property to Minera Global and Franco-Nevada will have the option to put the shares of Minera Global to Lumina Capital Limited Partnership for US$6 million.
  • A 2% NSR royalty on open pit mining and a 1% NSR on underground mining on a portion of Los Andes Copper Limited's Vizcachitas copper/molybdenum project located in Region V, Chile. Los Andes has reported that Vizcachitas has an indicated resource of 515M tonnes grading 0.39% copper (4.4 billion pounds) and 0.011% molybdenum (125 million pounds), and an inferred sulphide resource of 572M tonnes grading 0.34% copper (4.3 billion pounds) and 0.012% molybdenum (151 million pounds). Los Andes has indicated that a preliminary economic assessment for the project is currently underway.

David Harquail, President and CEO of Franco-Nevada, commented that, "These royalties provide exposure to very large resources in established mining countries and are expected to add to Franco-Nevada's long-term growth profile. The Relincho property is already in the development pipeline of Teck, a top tier mine operator, and has the potential to be a long-life cornerstone royalty for Franco-Nevada."

David Strang, CEO and President of Lumina Royalty, said, "After completing the spin-out of Lumina Royalty from Lumina Copper Corp. earlier this year, we were approached by a number of companies who expressed an interest in acquiring Lumina Royalty. Our stated aim with the spin-out has been to provide our shareholders with the best value accretion possible. With the high level of interest in acquiring the company, we initiated a process to evaluate offers. Franco-Nevada presented us with the best offer to acquire Lumina Royalty and we are happy to accept their offer. Franco-Nevada is the leading gold and diversified royalty company in the world and provides our shareholders with the best leverage to copper and gold and immediate returns as Franco-Nevada has a long history of strong dividend performance. We strongly support their offer to acquire our company and encourage all shareholders to do so as well."

The board of directors of Lumina Royalty has obtained an opinion from Raymond James Ltd. that the consideration to be received by Lumina Royalty's shareholders under the arrangement is fair, from a financial point of view, to the shareholders. Lumina Royalty's board of directors, acting upon the unanimous recommendation of an independent special committee, has unanimously determined that the consideration to be received by Lumina Royalty's shareholders under the arrangement is fair and the arrangement is in the best interests of Lumina Royalty. Lumina Royalty's board of directors unanimously recommends that Lumina Royalty shareholders vote their shares in favour of the arrangement.

Certain shareholders of Lumina Royalty holding approximately 32.2% of the issued and outstanding Lumina Royalty common shares, including Ross J. Beaty, have entered into customary support and voting agreements with Franco-Nevada, pursuant to which they have agreed to vote their Lumina Royalty shares in favour of the arrangement.

Closing of the transaction is subject to customary conditions, including approval by Lumina Royalty shareholders at a special meeting of shareholders (66 and 2/3% of the votes cast and majority of the minority approval) and approval by the Supreme Court of British Columbia. The issuance of Franco-Nevada common shares and warrants is subject to TSX and NYSE approvals, as applicable. The transaction is expected to close by the end of 2011.

The arrangement agreement provides for customary deal protections, including a non-solicitation covenant by Lumina Royalty, and payment by Lumina Royalty to Franco-Nevada of a termination fee of C$3.0 million if the transaction is not completed in specified circumstances.

The terms and conditions of the arrangement will be summarized in a Management Information Circular to be mailed to Lumina Royalty shareholders by the end of October 2011. Copies of the arrangement agreement, the Management Information Circular, and certain related documents and agreements will be filed with Canadian securities regulators and will be available at the SEDAR website at www.sedar.com under Lumina Royalty's profile.

Conference Call

Management of Franco-Nevada and Lumina Royalty will hold a conference call at 2:00pm ET to discuss the transaction. Interested investors are invited to participate as follows:

  • Conference Call: Local: 647
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