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QU Quinto Mining Corp

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Share Name Share Symbol Market Type
Quinto Mining Corp TSXV:QU TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Consolidated Thompson Iron Mines and Quinto Mining Sign Defintive Arrangement Agreement

20/05/2008 4:31pm

Marketwired Canada


NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Consolidated Thompson Iron Mines Limited (TSX:CLM) ("Consolidated Thompson") and
Quinto Mining Corporation (TSX VENTURE:QU) ("Quinto") are pleased to announce
that they have signed the definitive arrangement agreement in connection with
Consolidated Thompson's proposed acquisition by way of an arrangement (the
"Transaction") of all of the common shares of Quinto. Quinto shareholders will
receive one Consolidated Thompson common share and a cash payment of $0.005 for
every five Quinto common shares held. As a result of the Transaction,
Consolidated Thompson will acquire neighbouring iron ore deposits, and
significantly increase its mineral resources and exploration growth potential.
This acquisition will further establish Consolidated Thompson as a significant
player in the Labrador Trough iron ore camp, while positioning itself well to
participate in further consolidation in the iron ore industry.


The Board of Directors of Consolidated Thompson has unanimously approved the
Transaction.


Macquarie Capital Markets Canada Ltd. has provided the Quinto Board of Directors
with a fairness opinion that, as of the date of such opinion, the offered
consideration is fair, from a financial point of view, to the Quinto
shareholders, other than Consolidated Thompson. The Board of Directors of
Quinto, having taken into account the recommendation of the Special Committee of
the Board, Macquarie's fairness opinion and such other matters as it considered
relevant, has unanimously determined that the proposed transaction is in the
best interests of Quinto and has unanimously recommended that Quinto
Shareholders and Quinto Optionholders, voting together, vote in favour of the
Transaction.


Upon completion of the acquisition, Quinto securityholders will hold
approximately 13.8% of the issued and outstanding Consolidated Thompson common
shares on a fully diluted basis. Quinto has called a special shareholders
meeting to approve the acquisition to be held at 11:00 a.m. (Vancouver time) on
June 24, 2008 at the Delta Town & Country Inn, 6005 Highway 17, Delta, British
Columbia. The record date for determining shareholders eligible to vote at the
shareholders' meeting has been set as May 21, 2008. The terms of the definitive
agreement are set out in more detail in Quinto's shareholder circular, which
will be mailed to shareholders and filed under the profile of Quinto on SEDAR in
accordance with securities laws.


Highlights of the Transaction

Upon completion of the Transaction, the combined company will have:

- An estimated measured and indicated mineral resource totaling 940 million
tonnes grading 29.33% Total Fe of which the measured resource totals 488.5
million tonnes grading 29.91% Total Fe and the indicated resource totals 451.5
million tonnes grading 28.71% Total Fe (NI 43-101 review carried out by Watts,
Griffis and McOuat Limited);


- Potential production growth through the integration of Peppler Lake and
Lamelee deposits, both located within 60 km of Consolidated Thompson's Bloom
Lake deposit, which is currently being developed by Consolidated Thompson;


- Significant exploration potential at both Bloom Lake and the Lamelee and
Peppler Lake deposits (exploration programs are in progress at the Bloom Lake,
Peppler Lake and Lamelee projects);


- Approximately $364 million in cash and cash equivalents;

- Proven management and Board of Directors with experience in financing,
developing and operating mines; and


- Significant strategic advantages in the largest iron ore camp in Canada,
located in Quebec and Labrador, which includes major industry participants such
as Rio Tinto plc and ArcelorMittal.


About Consolidated Thompson

Consolidated Thompson Iron Mines Limited is a Canadian corporation that is
devoted to exploring, developing and mining mineral deposits. The company has
approximately 104.6 million shares outstanding, and trades on the Toronto Stock
Exchange under the symbol "CLM". For more information, visit
www.consolidatedthompson.com.


Richard Quesnel, P. Eng., a qualified person under National Instrument 43-101,
reviewed the scientific and technical information found in this press release
relating to Consolidated Thompson and its properties.


About Quinto

Quinto Mining Corporation is a junior mining exploration development company
with two advanced projects in the Province of Quebec. The Peppler Lake Iron Ore
project, which includes both the Peppler Lake and Lamelee deposits, is located
in the Mont-Wright region of North Central, Quebec, approximately half way
between the mining towns of Gagnon and Fermont. The Lac Gueret graphite project
is located 300km North Northwest of Baie Comeau along the Southwest shore of
Reservoir Manicouagan. Further information is available at www.quintomining.com.


Richard W. Risto, M.Sc., P.Geo., of Watts Griffs McOuat Limited, a qualified
person under National Instrument 43-101 has reviewed the scientific and
technical information found in this press release relating to Quinto and its
properties.


This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of Quinto or an
offer to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Consolidated Thompson, nor shall there be any sale or exchange of
securities in any jurisdiction (including the United States) in which such
offer, solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction. The
distribution of this communication may, in some countries, be restricted by law
or regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions. The solicitation of
offers to buy Consolidated Thompson shares in the United States will only be
made pursuant to a prospectus and related offer materials that Consolidated
Thompson expects to send to holders of Quinto securities, subject to the
requirements of applicable law. The Consolidated Thompson shares may not be
sold, nor may offers to buy be accepted, in the United States prior to the time
the registration statement (if any is filed) becomes effective or an exemption
from such requirements is available. No offering of securities shall be made in
the United States except (i) by means of a prospectus meeting the requirements
of Section 10 of the United States Securities Act of 1933, as amended, which
would contain detailed information regarding Consolidated Thompson and its
management, as well as its financial statements, or (ii) pursuant to an
exemption from the registration requirements of the United States Securities Act
of 1933, as amended.


Cautionary Note Regarding Forward-Looking Information This press release
contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. Forward-looking information includes, but is not limited
to, statements with respect to the future financial or operating performance of
Consolidated Thompson and Quinto and its projects, statements regarding
exploration prospects, statements regarding synergies and financial impact of
the proposed transaction, the terms and conditions of the transaction, the
benefits of the proposed transaction, the identification of mineral reserves and
resources, costs of and capital for exploration projects, exploration
expenditures, timing of future exploration, requirements for additional capital,
government regulation of mining operations, environmental risks, reclamation
expenses, title disputes or claims, limitations of insurance coverage and the
timing and possible outcome of pending litigation and regulatory matters.
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 state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved".

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 either company (and the company resulting
from the successful completion of the proposed transaction) to be materially
different from those expressed or implied by such forward-looking information,
including but not limited to: general business, economic, competitive, political
and social uncertainties; the actual results of current exploration activities;
delay or failure to receive board or regulatory approvals; timing and
availability of external financing on acceptable terms; the business of
Consolidated Thompson and Quinto not being integrated successfully or such
integration proving more difficult, time consuming or costly than expected; not
realizing on the potential benefits of the proposed transaction; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; future prices of mineral prices; failure of plant, equipment or
processes to operate as anticipated; accidents, labour disputes and other risks
of the mining industry; and, delays in obtaining governmental approvals or
required financing or in the completion of activities. Although the companies
have 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 cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information 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. Neither Consolidated Thompson nor
Quinto undertakes to update any forward-looking information, except in
accordance with applicable securities laws.


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