Jinchuan Announces All-Cash Offer of ZAR 8.90 Per Share to Acquire Metorex

By Jinchuan Group, PRNE
Monday, July 4, 2011

JOHANNESBURG, July 5, 2011 -


  • Superior Offer Representing a Substantial Premium to the Value
    of the Proposed Vale Offer

  • Values Metorex at ZAR 9.1 Billion, or Approximately USD 1,356
    Million

  • Cash Offer Backed by South African Registered Bank
    Guarantee

  • Builds on Jinchuan’s Strong Track Record of Investments in
    Africa

  • Creates a Powerful Combination of Assets, Management and
    Investment Capital

Jinchuan announces it has today provided the Board of Directors
of Metorex Limited (”Metorex”) with a firm intention to make an all
cash offer to acquire the entire issued and to be issued ordinary
share capital of Metorex. Under the terms of the offer,
shareholders in Metorex would receive a cash consideration of ZAR
8.90
per ordinary share, by way of a scheme of arrangement
(”Jinchuan Offer”). This values Metorex at ZAR 9,112 million on a
fully diluted basis, equating to approximately USD 1,356 million as
at the USD/ZAR exchange rate on 4 July 2011.

Jinchuan has provided an irrevocable and unconditional bank
guarantee from Bank of China Limited. Johannesburg Branch, a
registered South African bank, for the payment of the Jinchuan
Offer consideration.

The disposal or transfer by Metorex of the issued and to be
issued share capital of Sable Zinc Kabwe Limited (”Sable”) pursuant
to an agreement entered into between Metorex and a subsidiary of
Glencore International plc (”Glencore”) as published on SENS on 8
June 2011
, or to any other third party, is not a condition to the
completion of the Jinchuan Offer. In the event that Sable is
disposed of to Glencore, Metorex will retain the proceeds and will
not distribute the proceeds to Shareholders.

The Jinchuan Offer announced today is at a premium of 58% to the
30 day Volume Weighted Average Price on 25 March 2011, the last
trading day prior to Metorex’s first cautionary announcement before
the Vale Offer. It is also at a substantial premium to the Vale
Offer announced on the 8th of April 2011. The Jinchuan
Offer at a significant premium represents a compelling opportunity
for Metorex shareholders to crystallise value from their
investment.

In exercising its fiduciary duty and acting in good faith,
Metorex’s Board of Directors, after due consideration of a
preliminary fairness opinion prepared by KPMG, have determined that
the Jinchuan Offer would, if implemented in accordance with its
terms, result in a transaction more favourable to Metorex’s
shareholders than the Vale Offer. Accordingly, Metorex has deemed
the Jinchuan Offer a superior offer in relation to the Vale
Offer.

The proposed acquisition of Metorex represents a unique
opportunity for Jinchuan to build a scalable platform to acquire,
develop and operate African copper and cobalt projects with
substantial growth potential. Jinchuan’s track record of mining
investment and extensive experience, as well as significant
financial resources will enable Jinchuan to accelerate the
development of Metorex’s mining projects.

This acquisition, if concluded, would be Jinchuan’s second such
transaction in South Africa, having previously acquired a 45%
interest in platinum exploration company, Wesizwe, in 2010. Metorex
will form part of Jinchuan’s mining and exploration operations in
the Central African Copperbelt.

Commenting on the offer, Chairman of Jinchuan’s Board of
Directors, Mr. Yang Zhiqiang said:

We believe that the certainty of our cash offer represents
significant value for Metorex shareholders. The
proposed
acquisition of Metorex represents another milestone for
Jinchuan
s African business. Jinchuan has had a long
standing offtake relationship with Metorex and we know them to be
an impressive operator, with a strong management team and a unique
combination of copper and cobalt assets. We are very excited about
the opportunity to further strengthen our current operations in the
Republic of Zambia and the Democratic Republic of Congo, as we
continue to build our African base metals business.

Metorex has afforded Vale a period of eight business days
(’Matching Period’) in which to match (or better) the Jinchuan
Offer. The Matching Period shall close by no later than 17h00 on
Friday, 15 July 2011. The Jinchuan Offer remains subject to a
number of important conditions, including, inter alia,
obtaining certain regulatory approvals. Jinchuan retains the right
to improve the offer at its discretion. Metorex has not approved,
recommended or entered into any agreement with respect to the
Jinchuan Offer.

Goldman Sachs International, acting through its Johannesburg
branch, which is authorised and regulated in the United Kingdom by
the Financial Services Authority and authorised in the Republic of
South Africa by the Financial Services Board, is acting for
Jinchuan and no one else in connection with the transaction
referred to herein and will not be responsible to any person other
than Jinchuan for providing the protections afforded to clients of
Goldman Sachs International or for advising any other person in
relation to such transaction or any agreement or transaction
referred to in this document.

About Jinchuan

Jinchuan is one of the largest global base metals producers,
incorporated in China. Jinchuan has actively invested in
international mining projects in recent years, and has established
operations in over 20 countries and regions. It is China’s largest
producer of nickel and cobalt, as well as one of the top three
producers of refined copper. Globally, Jinchuan is the fourth
largest producer of nickel and the second largest producer of
cobalt. Jinchuan is majority owned by the government of Gansu
province, with China Development Bank as its second largest
shareholder. Additional information about Jinchuan can be found by
visiting: www.jnmc.com.

Press Release

About Metorex

Metorex is a producer of copper and cobalt, with operations in
the African Copper Belt. Metorex has two operating mines, Chibuluma
located in Zambia, in which it holds an 85% interest, and Ruashi in
the Democratic Republic of Congo (”DRC”), in which it holds a 75%
interest. Metorex has three projects in the DRC, one in the
development phase and two in the exploration phase. In 2010,
Metorex produced 51,569 metric tons of copper and 3,622 metric tons
of cobalt. Additional information about Metorex can be found by
visiting: www.metorexgroup.com/

Enquiries

Temple Bar Advisory:

  • London : Alex Child-Villiers +44-779-5425580

  • Johannesburg: Tom Allison +44-778-9998020 and Alex Money
    +44-795-6831007

This announcement does not constitute an offer to buy or
subscribe for or a solicitation of an offer to sell any securities
(including without limitation any securities of Metorex nor shall
there be any sale of securities in any country or jurisdiction in
which any such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
country or jurisdiction.

.

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