VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwire - April 7, 2009) - Quadra Mining Ltd. ("Quadra") (TSX:QUA) and Centenario Copper Corporation ("Centenario") (TSX:CCT) are pleased to announce that at a special meeting held today Centenario's shareholders approved the previously announced plan of arrangement (the "Arrangement") involving Centenario, its securityholders and Quadra. Upon completion of the Arrangement, Quadra will acquire all of the issued and outstanding common shares of Centenario at an exchange ratio of 0.28 Quadra common shares for each whole Centenario common share.
The special resolution approving the Arrangement was approved by 100% of the votes cast by holders of Centenario's common shares. The resolution approving the Arrangement was also unanimously approved by 100% of the votes cast by holders of Centenario's common shares, excluding votes cast in respect of shares held by an interested party.
The completion of the Arrangement remains subject to a number of closing conditions, including: final approval by the Supreme Court of British Columbia; completion of Centenario's debt restructuring; the closing of Centenario's existing copper hedge position; and the consent to the Arrangement from Centenario's existing lenders.
Centenario will be making its application for final approval of the Court on April 8, 2009. The Board of Directors of Quadra has authorized the waiver of the debt restructuring and hedge conditions, subject to satisfaction of the remaining conditions. Centenario's existing lenders and Quadra have agreed, in principle, to the terms of the granting of the existing lenders' consent to the completion of the Arrangement, subject to settlement of definitive documentation. Under this agreement:
- Centenario's copper hedge positions are to be closed and the proceeds applied in prepayment of the existing facility;
- the remaining balance of the existing facility, which is estimated to be approximately $30 million (net of cash and hedge proceeds, based on a $1.95 per lb copper price), is to be fully repaid by May 8, 2009; and
- Quadra will provide a corporate guarantee in support of the existing facility.
Centenario and Quadra expect completion of the Arrangement to occur as soon as possible following receipt of the final approval of the Court and settlement, execution and delivery of the definitive documentation relating to the existing lenders' consent. In any event, closing is expected to occur on or before April 16, 2009.
Further details regarding the terms of the Arrangement are set out in Centenario's management information circular dated February 27, 2009, which is available at www.sedar.com.
About Quadra:
Quadra Mining Ltd. is a Vancouver based copper mining company. Quadra was launched as a public company in 2004 with a business plan of becoming a mid-tier base metals development and operating company. Quadra's strategic plan is to grow by acquiring assets, accessing and developing attractive projects held by exploration focused companies and seeking merger opportunities within the small to mid-tier sector.
