Thursday, March 31, 2011

M&A in Canada: Lundin Mining adopts poison pill after merger cancelled lun.to, czx.v, tnr.v, sgc.v, tck, bhp, fcx, rio, bwr.to, cs.to, imn.to, ncu.to, tko.to, wrn.to, qux.to, bls.to

 

  With Inmet it was the road into the nowhere, now Lundin Mining is still open to Equinox offer. Freeport McMoran move still could be in the cards for Lundin Mining jewel - Tenke Fungurume. It will be difficult for Lukas Lundin to defend the company with anything better than 10CAD on the table now - we will still consider that it is the very good deal for the buyer.


"Let's the bidding game begin! We have mentioned quite a few times that Tenke Fungurume is a crown jewel for any mining company with its high grade Copper and cobalt deposit. Equinox has basically confirmed it in one of the interviews by its CEO - they are going after the Tenke Fungurume stake which belongs to Lundin Mining. We should not discount the egos involved as well: Lukas Lundin was trying to buy out Equinox before and now "the table has turned" - Equinox will be the least option for him to sell the company with his name.
   How long Freeport McMoran will be waiting to enter the game?"


Lundin adopts poison pill after merger cancelled


2011-03-29 19:05 ET - News Release


Mr. Phil Wright reports

LUNDIN MINING ADOPTS SHAREHOLDER RIGHTS PLAN AND COMMENCES PURSUIT OF ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE

Lundin Mining Corp.'s board of directors has adopted a limited duration shareholder rights plan to enable a full consideration of strategic alternatives.

Commenting on the adoption of the rights plan, Phil Wright, the president and chief executive officer of Lundin Mining, said: "This plan has been put in place to ensure that we have adequate time to explore all alternatives to bring value to Lundin shareholders. Our exploration of alternatives starts immediately, and we will be actively and aggressively looking for the best value transaction.

"The rights plan ensures that we can do this in a considered and structured way and get the best result for our shareholders," Mr. Wright said.

In a previous Stockwatch news release earlier today, Lundin Mining announced that it has mutually terminated its proposed merger with Inmet Mining Corp. and has agreed that Inmet's right to a break fee of $120-million will be preserved in connection with the unsolicited offer of Equinox Minerals Ltd.

The board continues to recommend that shareholders reject the Equinox offer, on its own merits, for the reasons detailed in the directors circular mailed to registered shareholders on March 21, 2011, and available on SEDAR.

Commenting on the plans to pursue alternative transactions, Lukas Lundin, chairman of Lundin Mining, said: "Our hands have been completely tied in defending against the lowball, risky Equinox bid because of the Inmet agreement.

"Having agreed to terminate with Inmet, we can now pursue new alternatives to significantly improve shareholder value and get a proper premium if we do a change of control transaction.

"I am not against selling if it achieves an excellent financial return to shareholders, but I will not support selling at bargain prices," Mr. Lundin said.

Scotia Capital, as financial adviser, and Cassels Brock & Blackwell LLP, as legal adviser, will continue to assist the company in responding to the unsolicited offer announced by Equinox.

The board will make every effort to maximize value for the benefit of Lundin Mining shareholders and will update shareholders from time to time of its efforts.

Details of the rights plan

The rights plan is intended to ensure that in the context of the unsolicited takeover proposal for Lundin Mining common shares announced by Equinox, the board has sufficient time to identify, develop and negotiate alternatives to maximize shareholder value. The rights plan also seeks to ensure the fair treatment of shareholders and to provide them with adequate time to properly assess any potential takeover bid without undue pressure.

Prior to the termination of the proposed merger with Inmet, the company has been subject to customary no-shop clause obligations under the terms of the arrangement agreement with Inmet, which has rendered the company unable to seek other value enhancing alternatives to Equinox's unsolicited offer.

The board has authorized the issuance of one right in respect of each common share of the company outstanding on March 29, 2011, at 5 p.m. (Eastern Time) and each share issued thereafter. The rights will become exercisable if a person, together with its affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its current holdings, total 20 per cent or more of the outstanding common shares of the company (determined in the manner set out in the rights plan). Following the acquisition of 20 per cent or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.

The board has the discretion to defer the time at which the rights become exercisable (which it has done in respect of the proposed Equinox offer) and to waive the application of the rights plan and/or redeem the rights if the board determines it is in the best interests of Lundin Mining to do so.

The rights plan permits the acquisition of control of Lundin Mining through a permitted bid, a competing permitted bid or a negotiated transaction. A permitted bid is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 90 days and is subject to an irrevocable minimum tender condition of at least 50 per cent of the common shares held by independent shareholders. The rights plan will expire on May 31, 2011, at 5 p.m. (Eastern Time).

Although the rights plan is effective immediately, it remains subject to acceptance by the Toronto Stock Exchange. A copy of the rights plan will be available at SEDAR.

The Equinox offer

The board recommends to Lundin Mining shareholders that they reject the unsolicited offer and do not tender their Lundin Mining shares for the following reasons:

The unsolicited offer is inadequate from a financial point of view to Lundin Mining shareholders.
The pro forma debt-to-equity ratio of the combined Equinox and Lundin Mining is excessive and will present increased financial risk and a more highly leveraged capital structure than Lundin Mining and peer group companies. In addition, the lenders to Equinox will have considerable influence over the business decisions of a combined Equinox and Lundin Mining.
Substantially all of Equinox's and Lundin Mining's existing cash balances and projected near-term cash flow will be utilized to pay for: lenders fees; interest charges; and the principal repayments of the debt incurred to finance the cash portion of the consideration payable under the unsolicited offer.
The unsolicited offer would result in a company with increased exposure to geopolitical risks due to the location of Equinox assets in Zambia and Saudi Arabia.
The unsolicited offer is highly opportunistic. Equinox's shares were trading at or near the all-time-high share price when Equinox announced the unsolicited offer, which followed a news release made earlier in February, 2011, on its strategy to expand the Lumwana project. The proposed Lumwana expansion plan is not supported by mineral reserves or mineral resources and is not based on prefeasibility or feasibility studies. To date, the Lumwana mine has significantly underperformed original feasibility study projections disclosed by Equinox.
There are no strategic benefits for Lundin Mining shareholders under the unsolicited offer. The acquisition results in a company with high Africa and Middle East concentration and few, if any, synergies with Lundin Mining's business.
The board has reservations about the experience of the management of Equinox to operate a multimine company, with projects and mines spread across seven countries.
The unsolicited offer is highly conditional and has a substantial risk regarding completion without additional compensation for such risk. Conditions are subject to Equinox's lenders discretion resulting in Equinox, in many instances, not being the ultimate decision maker.
The unsolicited offer may be a violation of Section 5 of the U.S. Securities Act of 1933, as amended.
Lundin Mining's directors, officers and certain shareholders have confirmed that they will not tender their common shares to the unsolicited offer.
Shareholders do not need to take any action in response to Equinox's proposed offer at this time.

We seek Safe Harbor."
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Wednesday, March 30, 2011

Los Azules lawsuit: Minera Andes MD&A: "TNR Gold claims properties underlying the Solitario Agreement should be returned to TNR" tnr.v, mai.to, tck, cuu.v, czx.v, lun.to, bwr.to, cs.to, imn.to, ncu.to, tko.to, wrn.to, qux.to, bls.to, bhp, fcx

Minera Andes Los Azules deposit could be major copper mine - McEwen




Minera Andes CEO Rob McEwen says the company's Los Azules property lies among the world's copper giants. A preliminary assessment suggests it also may be a candidate.

MineWeb 17 December 2010.


  Minera Andes is busy drilling on the Los Azules property these days and came out with the idea of spinning out the Los Azules in the new company recently. TNR Gold lawyers must have been busy drilling Xstrata and Minera Andes documents related to Los Azules - during discovery stage in preparation to the trial to be held in June - and came out with some interesting intersections. Today we have another surprise turn in this litigation: according to Minera Andes MD&A released today, in addition to the claims to 25% back-in in the Northern Part of the deposit:

"TNR has also subsequently claimed that Xstrata (and Minera Andes) did not complete the required exploration expenditures pursuant to exercise the option to acquire the properties underlying the Solitario Agreement. TNR, by consequence, claims properties underlying the Solitario Agreement should be returned to TNR."

"Properties underlying Solitario Agreement" are called "Xstrata" on the map below.



From Minera Andes MD&A:
On April 1, 2010, the Company (and certain subsidiaries) filed a Statement of Claim in the Supreme Court of British Columbia against TNR Gold Corp and its subsidiary, Solitario Argentina S.A. (together “TNR”). This claim was subsequently consolidated with a related matter between TNR and MIM Argentina Exploraciones S.A. (Xstrata Copper) commenced by TNR against Xstrata in the Supreme Court of British Columbia in 2008. These claims, in part, pertain to a purported 25% back-in right (or in the alternative, damages) by TNR to certain properties comprising the Company’s Los Azules copper project.


Certain of the properties formerly held by Xstrata and transferred to the Company pursuant to the (Los Azules) Option Agreement remain subject to an underlying option agreement between Xstrata and Solitario Argentina S.A. (“Solitario”), whereby Solitario had the right to back-in up to 25% of the properties covered by the underlying option agreement (the “Solitario Agreement”), exercisable by Solitario upon the satisfaction of certain conditions within 36 months of Xstrata exercising the option, including the production of a feasibility study. Xstrata exercised the option pursuant to the Solitario Agreement effective April 23, 2007. The 36-month period expired on April 23, 2010, without a feasibility study having been completed. TNR has also subsequently claimed that Xstrata (and Minera Andes) did not complete the required exploration expenditures pursuant to exercise the option to acquire the properties underlying the Solitario Agreement. TNR, by consequence, claims properties underlying the Solitario Agreement should be returned to TNR.

The Company rejects the alleged right of TNR to back-in to any portion of the Los Azules Copper Project and its assertion that the Solitario Agreement option was not validly exercised. At this time, the Company is not able to estimate the potential financial impact of this claim. However, if resolved adversely to the Company, this litigation could materially adversely affect the value of the Company’s interest in the Los Azules Project and its ability to develop the Los Azules Project."




Judgement related to Los Azules litigation is published on the website of the Supreme Court of British Columbia


[1] These motions concern applications brought by the defendants Minera Andes Inc. and related companies pursuant to Rule 6-1(1)(b)(i) of the Supreme Court Civil Rules (the “Rules”) for leave to amend their Response to Civil Claim, Counterclaim and Third Party Notice and for an order pursuant to Rule 22-5 that Supreme Court action, Vancouver Registry No. S-103104 (the “Solicitors’ Action”), be tried at the same time as this action.
[2] The third parties (“TNR’s Lawyers”) seek an order striking out the Third Party Notice on the ground it discloses no reasonable cause of action. The plaintiffs support this application.


Summary


[51] Accordingly the defendants’ applications to amend its Third Party Notice and to join this action with Supreme Court Action No. S103104 are dismissed.

[52] The defendants’ application to amend its Response to Civil Claim and to amend its Counterclaim is allowed.

[53] TNR’s Lawyers’ application to strike the Third Party Notice is allowed.

[54] TNR’s Lawyers and the plaintiffs will recover costs for these applications."



Now we can have a better understanding of the recent news from Minera Andes:





Please, do not forget, that we own stocks we are writing about and have position in these companies. We are not providing any investment advise on this blog and there is no solicitation to buy or sell any particular company here. Always consult with your qualified financial adviser before making any investment decisions.
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Tuesday, March 29, 2011

Lithium Drive: Electric car vs bike- Citroen Survolt vs Agni Z2 tnr.v, czx.v, alk.ax, lmr.v, tsla, rm.v, nup.ax, srz.ax, usa.ax, jnn.v, abn.v, res, mcp, avl.to, quc.v, cee.v, sqm, fmc, roc, li.v, wlc.v, clq.v, lit, nsany, byddf, gm, dai, rno.pa, hev, aone, vlnc


  This is how you should handle the High Voltage - we like the intensity. Electric Cars image was damaged by the floating milk carts and G-Wiz. They are not Vacuum Cleaners with wheels any more and Tesla, Fisker Karma, Nissan, Renault, Citroen, Jaguar and Porsche are striking back with high performance Electric Super Cars.
  If you have enough mileage on your credit card you do not have to sacrifice anything to be green any more. Technology is here - we just need to embrace it in the market place and volume production of Nissan Leafs and GM Volt will do the rest. Lithium Batteries will become cheaper, more reliable and with a higher capacity, providing more extended driving range.
  Oil will be gone soon and we have to accept it and move fast into the future and this future is Electric now.






"If we can allocate all costs properly to the account of Oil Supply in the U.S., including the price for military operations and protection of the ocean lines, amount spent in order to protect 100 years old Oil based technology can easily place us all in the Electric Cars in five years time."




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Lithium Drive: AutoBlogGreen: 600 Nissan Leafs arrive at Port of Long Beach; more than 5,000 have been made tnr.v, czx.v, alk.ax, lmr.v, tsla, rm.v, nup.ax, srz.ax, usa.ax, jnn.v, abn.v, res, mcp, avl.to, quc.v, cee.v, sqm, fmc, roc, li.v, wlc.v, clq.v, lit, nsany, byddf, gm, dai, rno.pa, hev, aone, vlnc



  Slowly, but steadily roll out of Electric Cars continues and Nissan Leafs arrive in U.S. in a mass fashion. Spring is the right time for new Nissan Leafs popping up on our streets and draw attention, when people are ready to try something new and gas prices and headlines remind them that Oil party is over.

"Peak Oil Transition: HSBC: Oil Will Be Gone in 50 years Time. 
We will not care if Warren Buffett is right and all cars will be Electric in twenty years time, but we need to put a lot of things together to survive this transition and keep our lifestyle affordable in the West. This warning from HSBC this time is one of the many and with ongoing another Peak Oil in Libya all investors should take notice.


  Progress in the West so far is very slow - now Japan tragedy will bring its toll to this development, but it can also provide opportunity for the new players to enter Lithium Batteries and Electric Cars markets. Diversity and secure supply of all food chain for the Electric Cars will be the priority now, starting with Lithium and Rare Earths."




AutoBlogGreen:

600 Nissan Leafs arrive at Port of Long Beach; more than 5,000 have been made




"A shipment of more than 600 Nissan Leafs destined for the U.S. left port in Japan on March 10, just prior to the earthquake and will arrive as scheduled," according to Nissan's presser dated March 14th. Well, arrive they did. Nissan's Luna Spirit car carrier is now docked at the Port of Long Beach in California and is ready for unloading.

The Luna Spirit is one of five vessels that transported Leafs from Japan to the U.S. during the month of March. The other ships include the Andromeda Spirit, the Bergamot Ace, the Hoegh Inchon and the United Spirit. All told, some 1,500 Leafs arrived in the U.S. in March.

Once unloaded, the Leafs will be trucked to dealerships where pre-order customers will pick them up. This batch of 1,500 Leafs, according to Plugin Cars, will push Nissan's electric hatch past several milestones, most notably exceeding the 5,000-unit production mark, which gives Nissan the right to brag that its Leaf is one of the highest volume electric vehicles ever."
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Saturday, March 26, 2011

TNR Gold: Los Azules: TNR Gold Corp. v. MIM Argentina Exploraciones S.A., Minera Andes Inc. 2011 BCSC 243 – 2011/02/28 Supreme Court tnr.v, mai.to, tck, cuu.v, czx.v, lun.to, bwr.to, cs.to, imn.to, ncu.to, tko.to, wrn.to, qux.to, bls.to, bhp, fcx





Now we can have a better understanding of the recent news from Minera Andes:


Minera Andes to spin out Los Azules.









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Energy Transition: Peak Oil, Wars and Price of Freedom tnr.v, czx.v, lmr.v, rm.v, alk.ax, sqm, fmc, roc, lit, li.v, wlc.v, clq.v, res.v, ree, avl.to, nsany, f, gm, rno.pa, dai, byddf, hev, aone, vlnc



  We are out of politics, but watching the Trend and this trend is very disturbing. Energy Transition this time will coincide with the End of Empire. 

"It is not the new study, but even last September estimation of cost for US wars at $6 trillion is a mind-boggling. Today a lot of people are excited with Libya and we decided to run some numbers on true price of Oil and extend our previous post.


  You should always take everything in comparison and we will give one here: totalbudget request for 2011 is 2.36 Billion for the DOE Office of Energy Efficiency and Renewable Energy (EERE).



On a separate note we guess that Arab League had a bad translation what No Fly Zone actually means - this mess has only started. Please make no mistake that this action is a grand preparation for the Iran operation and the last warning to this country, but what is this warning for if the hot heads in U.S. just want Iranian Oil?
"4. With all that scare US Dollar remains below long term uptrend line. It was not able to rally substantially even after all this panic - it is the big question mark. Somebody is already pricing Qn+1.


  What way will be chosen? Can the arrogance still rule even in the age of social media? Pretty much so, but you can now make your choice and take out your hard earn dollars out of war equation for the sake of Green Buck itself. Electric Cars allow you to stop Oil servitude and finance the wars on both sides.

"If we can allocate all costs properly to the account of Oil Supply in the U.S., including the price for military operations and protection of the ocean lines, amount spent in order to protect 100 years old Oil based technology can easily place us all in the Electric Cars in five years time."



"Mainstream media is jumping now on the the Rare Earths story. Japan tragedy will bring more attention to the Energy Transition, Peak Oil situation and realisation that Alternative Energy requires state-based initiatives which will create necessary infrastructure - like Internet was developed first as a military application or Chinese 12th 5 year plan, which put now Electric Cars as Strategic Industry.


 Nuclear Power will be under microscope for quite a while now and other forms of renewable energy will receive finally proper attention. At the heart of this transition into New Energy, including Wind and Solar power generation are Strategic Commodities: Lithium and Rare Earths.
  
"We are monitoring the M&A situation in the Lithium market space here - everybody would like to find the next Orocobre just before Toyota was buying into it."


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Lithium Drive: Finally Driven: 2012 Fisker Karma EVer tnr.v, czx.v, alk.ax, lmr.v, tsla, rm.v, nup.ax, srz.ax, usa.ax, jnn.v, abn.v, res, mcp, avl.to, quc.v, cee.v, sqm, fmc, roc, li.v, wlc.v, clq.v, lit, nsany, byddf, gm, dai, rno.pa, hev, aone, vlnc


  Now we can survive Peak Oil in style! Finally, the ultimate Electric Car promotion machine - Fisker Karma is going into production and was driven by at least some people. Company has recently raised more capital and looks to be on track for production roll out date.



"At last! One more Electric Car will be coming on the roads soon and what a car! We have some progress with this beauty and ultimate Electric Cars marketing machine - Fisker Karma is alive..."



"HSBC: Oil will be gone in 50 years. We will not care if Warren Buffett is right and all cars will be Electric in twenty years time, but we need to put a lot of things together to survive this transition and keep our lifestyle affordable in the West. This warning from HSBC this time is one of the many and with ongoing another Peak Oil in Libya all investors should take notice.


  Progress in the West so far is very slow - now Japan tragedy will bring its toll to this development, but it can also provide opportunity for the new players to enterLithium Batteries and Electric Cars markets. Diversity and secure supply of all food chain for the Electric Cars will be the priority now, starting with Lithium and Rare Earths."



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Thursday, March 24, 2011

Peak Oil Transition: HSBC: Oil Will Be Gone in 50 Years tnr.v, czx.v, lmr.v, rm.v, alk.ax, sqm, fmc, roc, lit, li.v, wlc.v, clq.v, res.v, ree, avl.to, nsany, f, gm, rno.pa, dai, byddf, hev, aone, vlnc

  

  We will not care if Warren Buffett is right and all cars will be Electric in twenty years time, but we need to put a lot of things together to survive this transition and keep our lifestyle affordable in the West. This warning from HSBC this time is one of the many and with ongoing another Peak Oil in Libya all investors should take notice.



  Progress in the West so far is very slow - now Japan tragedy will bring its toll to this development, but it can also provide opportunity for the new players to enter Lithium Batteries and Electric Cars markets. Diversity and secure supply of all food chain for the Electric Cars will be the priority now, starting with Lithium and Rare Earths.


"11. Lithium sell off on Japanese battery makers worries will be the great opportunity to accumulate your favorite plays in this strategic sector. Lithium Brine projects are not about only Lithium production, but mostly about Potash production by the output. Here is not only Investment Play on Electrification of our transportation, but the Food play as well.


12. Rare Earths will experience rotation from the leaders in the sector after last year unbelievable run into the underdogs of the sector with solid projects - the future is here in Lithium and REE - the way to produce, store and use the Power in the most convenient form - Electricity. It is all about Electric Cars, Batteries, Solar and Wind now.




CNBC:


Oil Will Be Gone in 50 Years: HSBC
CNBC.com | March 23, 2011 |
There could be less than 49 years of oil supplies left, even if demand were to remain flat according to HSBC’s senior global economist Karen Ward.

"Energy resources are scarce," Ward said in a research note. "Even if demand doesn’t increase, there could be as little as 49 years of oil left."

"Gas is less of a constraint, but transporting it and using it to meet transport demand is a major issue," she said. "Coal is the most abundant with 176 years left, but this is the worst carbon culprit."

If supplies were not constrained, the world would see a 110 percent jump in demand by 2050, equivalent to 190 million barrels a day, to fuel growth in the emerging world, Ward said.

But unless someone finds major new reserves this will not be possible and other sources of energy will need to be found.

"Energy security – defined in this instance as domestic energy production per head of population – will be an increasing concern," she said. "Diversifying to natural gas to ease the pressure on the oil market won’t overcome it since its supply is as geographically dense as oil."

Ward said she believes the most "energy insecure" regions are Europe, Latin America and India and predicts Europe in particular will find its energy situation getting worse.

"Europe is the big loser with many countries falling down or out of the league table of economic size," she said. "They could be losing their influence on the world stage just at the time when they are most vulnerable."

No Fast Cars

The threat of global warming is not going away and its impact will be most keenly felt in the developing world, HSBC said.

"The ‘solution’ requires greater energy efficiency and a switch in the mix of energy as well as using ‘carbon capture’ technology to limit the damage of fossil fuel use," Ward said.

"We have become terribly complacent in the way in which we use energy," she added. "The lowest hanging fruit is in the transport sector. Smaller, more efficient cars will get you from A to B, just not as quickly."

As the Japanese authorities work around the clock to avoid a nuclear disaster there is a risk that nuclear power generation will see investment cut back at a time when it was expected to play a far bigger role.

"If Fukushima results in a two-decade freeze on plans, as we saw following the Chernobyl disaster in 1986, then renewable energy will have to play an even larger role, or efficiency improvements would have to accelerate further," Ward said. "A reduced role for nuclear energy would make meeting carbon limits even more challenging."

"Government foresight on a scale not seen for 40 years will be needed to chart the route for the next 40 – at a time when the public sector in the OECD has perhaps the least capacity in decades to make strategic investments in new infrastructure."
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