Consolidated Thompson Iron Mines Limited Announces Successful Consent Solicitation With Respect to 5% Convertible Unsecured Subordinated Debentures
MONTREAL, QUEBEC -- (Marketwire) -- 03/22/11 -- Consolidated Thompson Iron Mines Limited (TSX: CLM) ('CLM') today announced that CLM has received sufficient consents of the holders of its Convertible Unsecured Subordinated Debentures due November 30, 2017 (the 'Convertible Debentures') pursuant to its solicitation of consents (the 'Consent Solicitation') announced on March 9, 2011 to approve certain proposed amendments to the trust indenture (the 'Indenture') relating to the Convertible Debentures (the 'Proposed Amendments'). The Proposed Amendments required the consent of the holders of 66 (2)/3% of the principal amount of the outstanding Convertible Debentures. As at 5:00 p.m. on March 22, 2011 (the 'Early Consent Date'), holders of US$219,936,000 of the Convertible Debentures, representing 95.6% of the principal amount of the outstanding Convertible Debentures, had validly delivered consents to the Proposed Amendments. In accordance with the consent solicitation statement of CLM dated March 9, 2011 (the 'Consent Solicitation Statement'), the Consent Solicitation has automatically expired at the Early Consent Date and CLM, at the direction of Cliffs Natural Resources Inc., has elected to prorate the acceptance of consents (subject to rounding at CLM's discretion).
The purpose of the Consent Solicitation was to obtain approval for the Proposed Amendments to permit CLM to redeem any outstanding Convertible Debentures for cash at the redemption price set out in the Consent Solicitation Statement, and on the other terms and conditions set out in the Consent Solicitation Statement, at any time after the expiration of a Cash Change of Control Conversion Period (as defined in the Indenture) relating to a Cash Change of Control (as defined in the Indenture) in which the consideration per common share of CLM consists entirely of cash.
Those holders of Convertible Debentures who have validly delivered a consent to the Proposed Amendments on or prior to the Early Consent Date, where such consent is accepted, may be eligible to receive a consent fee as set out in the Consent Solicitation Statement, subject to the satisfaction or waiver of various conditions as described in the Consent Solicitation Statement. Concurrently with the payment of a consent fee in respect of a consent that has been accepted by CLM, CLM will pay a soliciting dealers' fee, subject to the minimum and maximum amounts and other terms and conditions set out in the Consent Solicitation Statement, to the dealer who solicited such consent.
Each holder of Convertible Debentures should contact their tax advisor for advice with respect to such holder's circumstances.
About Consolidated Thompson Iron Mines Limited
Consolidated Thompson Iron Mines Limited is a mining company with mineral exploration and development activities focused on iron ore. Based in Montreal, Canada, it has iron ore rich mining properties in the well known Labrador Trough that spans North-Eastern Quebec and Western Newfoundland and Labrador. It is currently operating the Bloom Lake mine and moving towards an initial production rate of 8.0 million tonnes per year of high quality iron ore concentrate. CLM is listed on the Toronto Stock Exchange under the symbol 'CLM' and is part of several S&P/TSX indices including the S&P/TSX Composite Index.
Forward-Looking Information Cautionary Notice
Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes 'forward-looking information' under Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the transactions referred to above, the receipt of all necessary approvals and the expected time of closing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'might' or 'will be taken', 'occur' or 'be achieved'. Forwardlooking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including but not limited to the time required to consummate the proposed transactions, the satisfaction or waiver of conditions in the Arrangement Agreement, material adverse changes in the affairs of Consolidated Thompson, any actions or omissions by Consolidated Thompson or its board of directors, any necessary actions to obtain required regulatory or other third-party approvals and consents, and other risks described in the Corporation's Annual Information Form posted under its profile on SEDAR at www.sedar.com. Although Management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that could cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Contacts:
Consolidated Thompson Iron Mines Limited
Francois Laurin
Chief Financial Officer
514-396-6345
info@consolidatedthompson.com
www.consolidatedthompson.com
