MMX Mineracao e Metalicos S.A. (Bovespa: MMXM3) (TSX: XMM) ("MMX"
or the "Company), pursuant to Article 157 of Law 6,404/76 and CVM
Instruction 358/02, hereby makes the following announcement: The
Company has entered into an agreement with the shareholders of AVG
Mineracao S.A. ("AVG") to purchase 100% of the issued and
outstanding shares of capital stock of AVG. AVG owns (i) a
producing mine, in the area known as Serra Azul, Minas Gerais, and
additional mining rights and leases in the Serra Azul area
(collectively the "Serra Azul Mines"), (iii) railroad
transportation and port services agreements, and (iv) existing
supply contracts related to the sale and export of iron ore.
According to information supplied by AVG, the Serra Azul Mines
produced approximately 1.6 million tons of iron ore in 2006 and
approximately 1 million tons of iron ore in the first 5 months of
2007. Based on estimates made by the current management of AVG,
annual throughput of the Serra Azul Mines may reach 2.5 million
tons of iron ore products this calendar year. Consummation of the
purchase of AVG by MMX, which is expected to occur in 60 days, is
conditional upon completion of satisfactory due diligence by MMX,
the agreement of certain transaction documents and the conclusion
of pre-closing steps. Upon closing of the transaction, MMX will pay
as consideration for 100% of the shares of AVG a purchase price of
US$224,000,000, payable in 5 installments, over a period of 4
years. Upon AVG concluding the environmental licensing of an
additional mining right to which it has a purchase option, MMX will
make an additional contingent payment of up to US$50,000,000 to AVG
shareholders. AVG also owns further unexplored mining rights for
iron ore in the Minas Gerais State. Subject to satisfactory
completion of the due diligence and a detailed mine plan, MMX
intends to invest in upgrading the Serra Azul Mines, to ramp up
current mine production to its fullest reasonable capacity. The
Serra Azul Mines produces a product mix of lump ore, sinter feed
and pellet feed, all of which would be complementary and
synergistic with MMX products from the Integrated MMX Systems. MMX
intends to provide logistics for the Serra Azul Mines production by
means of AVG's existing logistics contracts and, potentially, in
the future, through the Port of Acu, upon confirmation of logistics
and economic feasibility studies that the MMX Minas-Rio
subsidiaries intend to conduct. The Port of Acu is owned by MMX's
subsidiary LLX Minas-Rio Logistica S.A., which may be connected to
Brazil's public-service railroad grid by means of the construction
of a 45km railroad spur. According to the Share Purchase Agreement
entered into among MMX, Centennial Asset Mining Fund LLC and Anglo
American, dated May 14, 2007, MMX will offer its subsidiary MMX
Minas-Rio Mineracao Ltda., the option to exercise the purchase of
AVG, at cost, on its behalf. According to Eike Batista, Chairman
and CEO of MMX, "upon completion, the acquisition of AVG will
enable MMX to achieve significant short term production in the MMX
Minas-Rio System. MMX intends to leverage its future logistics
assets to increase margins of the current AVG business, which will
also benefit from the economies of scale that MMX business plan for
AVG is expected to enjoy." For additional information please
contact ri@mmx.com.br. -0- *T Rio de Janeiro, July 5, 2007 Luiz
Rodolfo Landim Machado Executive President and Investor Relations
Officer MMX Mineracao e Metalicos S.A. *T FORWARD-LOOKING
STATEMENTS: This news release contains certain "forward-looking
statements" and "forward-looking information" under applicable
Canadian securities laws concerning the proposed acquisition
transaction and the business, operations and financial performance
and condition of MMX, and estimated production and mine life of the
acquired mineral project. Except for statements of historical fact
relating to MMX, certain information contained herein constitutes
forward-looking statements. Forward-looking statements are
frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. Forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made, and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Assumptions upon which
such forward-looking statements are based include MMX being
successful in acquiring 100% of the issued and outstanding shares
of AVG, any necessary third party, regulatory or governmental
approvals for the acquisition transaction being obtained, all
required environmental and other licenses being obtained and all
other conditions to the completion of the acquisition transaction
will be satisfied or waived. Many of these assumptions are based on
factors and events that are not within the control of MMX and there
is no assurance they will prove to be correct. Factors that could
cause actual results to vary materially from results anticipated by
such forward-looking statements include changes in market
conditions, variations in ore grade or recovery rates, risks
relating to international operations, fluctuating metal prices and
currency exchange rates, changes in project parameters, the
possibility of unanticipated costs and expenses, failure of plant,
equipment or processes to operate as anticipated, the failure to
obtain necessary licenses or permitting, the acquired mineral
project not being integrated successfully or such integration
proving more difficult, time consuming or costly than expected, and
other risks of the mining industry. Although MMX has attempted to
identify the important factors that could cause actual actions,
events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
MMX undertakes no obligation to update forward-looking statements
if circumstances or management's estimates or opinions should
change, except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements. MMX Minera��o e Met�licos S.A. (Bovespa: MMXM3) (TSX:
XMM) (�MMX� or the �Company), pursuant to Article 157 of Law
6,404/76 and CVM Instruction 358/02, hereby makes the following
announcement: The Company has entered into an agreement with the
shareholders of AVG Minera��o S.A. (�AVG�) to purchase 100% of the
issued and outstanding shares of capital stock of AVG. AVG owns (i)
a producing mine, in the area known as Serra Azul, Minas Gerais,
and additional mining rights and leases in the Serra Azul area
(collectively the �Serra Azul Mines�), (iii) railroad
transportation and port services agreements, and (iv) existing
supply contracts related to the sale and export of iron ore.
According to information supplied by AVG, the Serra Azul Mines
produced approximately 1.6 million tons of iron ore in 2006 and
approximately 1 million tons of iron ore in the first 5 months of
2007. Based on estimates made by the current management of AVG,
annual throughput of the Serra Azul Mines may reach 2.5 million
tons of iron ore products this calendar year. Consummation of the
purchase of AVG by MMX, which is expected to occur in 60 days, is
conditional upon completion of satisfactory due diligence by MMX,
the agreement of certain transaction documents and the conclusion
of pre-closing steps. Upon closing of the transaction, MMX will pay
as consideration for 100% of the shares of AVG a purchase price of
US$224,000,000, payable in 5 installments, over a period of 4
years. Upon AVG concluding the environmental licensing of an
additional mining right to which it has a purchase option, MMX will
make an additional contingent payment of up to US$50,000,000 to AVG
shareholders. AVG also owns further unexplored mining rights for
iron ore in the Minas Gerais State. Subject to satisfactory
completion of the due diligence and a detailed mine plan, MMX
intends to invest in upgrading the Serra Azul Mines, to ramp up
current mine production to its fullest reasonable capacity. The
Serra Azul Mines produces a product mix of lump ore, sinter feed
and pellet feed, all of which would be complementary and
synergistic with MMX products from the Integrated MMX Systems. MMX
intends to provide logistics for the Serra Azul Mines production by
means of AVG�s existing logistics contracts and, potentially, in
the future, through the Port of A�u, upon confirmation of logistics
and economic feasibility studies that the MMX Minas-Rio
subsidiaries intend to conduct. The Port of A�u is owned by MMX�s
subsidiary LLX Minas-Rio Log�stica S.A., which may be connected to
Brazil�s public-service railroad grid by means of the construction
of a 45km railroad spur. According to the Share Purchase Agreement
entered into among MMX, Centennial Asset Mining Fund LLC and Anglo
American, dated May 14, 2007, MMX will offer its subsidiary MMX
Minas-Rio Minera��o Ltda., the option to exercise the purchase of
AVG, at cost, on its behalf. According to Eike Batista, Chairman
and CEO of MMX, �upon completion, the acquisition of AVG will
enable MMX to achieve significant short term production in the MMX
Minas-Rio System. MMX intends to leverage its future logistics
assets to increase margins of the current AVG business, which will
also benefit from the economies of scale that MMX business plan for
AVG is expected to enjoy.� For additional information please
contact ri@mmx.com.br. Rio de Janeiro, July 5, 2007 Luiz Rodolfo
Landim Machado Executive President and Investor Relations Officer
MMX Mineracao e Metalicos S.A. FORWARD-LOOKING STATEMENTS: This
news release contains certain �forward-looking statements� and
�forward-looking information� under applicable Canadian securities
laws concerning the proposed acquisition transaction and the
business, operations and financial performance and condition of
MMX, and estimated production and mine life of the acquired mineral
project. Except for statements of historical fact relating to MMX,
certain information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterized
by words such as �plan,� �expect,� �project,� �intend,� �believe,�
�anticipate�, �estimate� and other similar words, or statements
that certain events or conditions �may� or �will� occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are based on
a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such
forward-looking statements are based include MMX being successful
in acquiring 100% of the issued and outstanding shares of AVG, any
necessary third party, regulatory or governmental approvals for the
acquisition transaction being obtained, all required environmental
and other licenses being obtained and all other conditions to the
completion of the acquisition transaction will be satisfied or
waived. Many of these assumptions are based on factors and events
that are not within the control of MMX and there is no assurance
they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such
forward-looking statements include changes in market conditions,
variations in ore grade or recovery rates, risks relating to
international operations, fluctuating metal prices and currency
exchange rates, changes in project parameters, the possibility of
unanticipated costs and expenses, failure of plant, equipment or
processes to operate as anticipated, the failure to obtain
necessary licenses or permitting, the acquired mineral project not
being integrated successfully or such integration proving more
difficult, time consuming or costly than expected, and other risks
of the mining industry. Although MMX has attempted to identify the
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
MMX undertakes no obligation to update forward-looking statements
if circumstances or management�s estimates or opinions should
change, except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
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