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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