Copper Mountain Mining Corp. and Altona Mining Ltd have agreed to combine the companies by way of a Scheme of Arrangement under the Australian Corporations Act 2001 pursuant to which Copper Mountain will acquire the entire issued capital of Altona (the Transaction).
The acquisition will be effected pursuant to a Merger Implementation Deed (MID) under which Altona has agreed to propose the Scheme that would allow Altona to become a wholly owned subsidiary of Copper Mountain.
Under the transaction, each share of Altona (Altona Share) will be exchanged for 0.0974 (Exchange Ratio) of either a CHESS Depositary Interest of CMMC (CMMC CDI), which will trade on the Australian Securities Exchange or, if elected, a Copper Mountain common share, which trades on the Toronto Stock Exchange. The total consideration offered for all of the outstanding shares of Altona is valued at approximately AUS$93 million and represents AUS$0.17 per share, a 41.7% premium to AUS$0.12, the closing price of Altona shares on the day prior to the execution of the MID.
Altona’s key asset is the 100% owned undeveloped open pit Cloncurry Copper Project in Queensland, Australia, a mining friendly jurisdiction. Cloncurry currently has a measured and indicated mineral resource containing over 2 billion lb (0.95 million t) of copper and an inferred resource of 1.6 billion lb (0.72 million t) of copper. There is potential to add resources at depth and along strike in each of the deposits, and through exploration at numerous prospective targets within Altona’s approximate 397 000 ha (3970 km2) land package.
Copper Mountain’s principal asset is the 75% owned large opencast Copper Mountain mine located in southern British Columbia near the town of Princeton. The company has a strategic alliance with Mitsubishi Materials Corp., which owns 25% of the Copper Mountain mine and purchases 100% of the copper concentrate produced under a life of mine offtake agreement. Copper Mountain Mining is on track to achieve production guidance for 2017 of 75 – 85 million lb (34 000 –38 500 t) of copper. The Copper Mountain mine has a large resource that remains open laterally and at depth.
Jim O’Rourke, President and Chief Executive Officer of Copper Mountain Mining Corp. (CMMC), commented: “Our Copper Mountain mine is an efficient, stable operation with a long life ahead of it. At current copper prices, it is generating significant cash flow. For some time, CMMC has patiently been evaluating cost competitive opportunities to achieve a step-change in copper production. Cloncurry exemplifies the criteria of low-risk, near-term and high quality for which we have been seeking. We intend to progress Cloncurry into production with the aim of doubling CMMC’s copper production profile to the range of 160 million lb (73 000 t) of copper per annum with significant precious metals credits. This additional copper production is timely to capitalise on the projected strong copper cycle.”
Dr Alistair Cowden, Managing Director of Altona, added: “We are delighted to join CMMC to form a new high growth copper producer. We are excited to bring CMMC’s depth of experience in constructing and operating a large scale open pit copper mine to bear upon the Cloncurry Copper Project. Altona’s shareholders will receive a premium and will also gain immediate exposure to copper production just as copper prices have recovered and market shortfalls are predicted over the near term. This is a great opportunity for our shareholders to participate in the creation of a leading midsized copper producer.”