|By Marketwired .||
|January 6, 2014 07:01 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 01/06/14 -- Kimber Resources Inc. (TSX: KBR) ("Kimber" or the "Company") is pleased to announce that at a special meeting held today, Kimber's shareholders (the "Kimber Shareholders") approved the previously announced plan of arrangement (the "Arrangement") between Kimber and Invecture Group, S.A. de C.V. ("Invecture"). Under the terms of the Arrangement, Invecture will acquire all of the issued and outstanding common shares of Kimber ("Common Shares") not already owned by Invecture or its affiliates in consideration for Cdn$0.15 in cash for each Common Share. The Arrangement is subject to the satisfaction or waiver of all other conditions of the Arrangement, including the final approval of the Supreme Court of British Columbia.
The special resolution approving the Arrangement was approved by: (i) 99.35% of the votes cast by Kimber Shareholders present in person or represented by proxy at the meeting; and (ii) 99.15% of the votes cast by "minority" Kimber Shareholders in accordance with Part 8 of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The hearing for the final order to approve the Arrangement is scheduled to take place on January 7, 2014, and the completion of the Arrangement is expected to occur on or about January 8, 2014, following which the Common Shares are expected to be delisted from the Toronto Stock Exchange.
Further details regarding the terms of the Arrangement are set out in Kimber's management information circular dated December 3, 2013, which is available under Kimber's profile at www.sedar.com.
Kimber owns mineral concessions covering in excess of 39,000 hectares in the prospective Sierra Madre gold-silver belt, including the Monterde property, where three gold-silver mineral resources have already been defined. The most advanced of these, the Carmen deposit, has been extensively drilled and has undergone detailed geologic modeling. The completion of the Updated Preliminary Economic Assessment for Monterde in 2011 represented a significant step forward for Kimber and supported further evaluation and more advanced economic studies at the Monterde deposits, with the 2012 Updated Mineral Resource Estimate Technical Report for the Carmen deposit representing a component of those activities.
Invecture is the holding company of Frontera Copper Corporation ("FCC") and owns 100% of FCC. FCC was listed on the TSX since 2004 until it was acquired by Invecture through a tender offer for all of its outstanding shares and options in May, 2009. FCC's main asset is the Piedras Verdes Copper Mine, of which FCC holds a 72% interest, located close to Alamos in the State of Sonora in North Western Mexico. The Piedras Verdes Copper Mine produces approximately 70 million pounds of Grade A LME Copper Cathode annually from an open pit crushed heap leach operation.
Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements relating to the closing and timing of the Arrangement, final court approval and delisting from the Toronto Stock Exchange. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential" and similar expressions may be used to identify these forward-looking statements although not all forward looking statements contain such words.
Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including risks associated with the Arrangement and acquisitions generally, such as: the anticipated benefits of the Arrangement; the completion of the Arrangement; the risk of unexpected costs or liabilities relating to the Arrangement; and the risks set forth under the section "Risk Factors" in Kimber's management information circular relating to the Arrangement and in Kimber's latest Annual Information Form as filed on SEDAR.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, neither Invecture nor Kimber intends to or assumes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
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