Chariot Responds to Comments From the Lundin Directors
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TORONTO, ONTARIO, Aug 27 (MARKET WIRE) --
The Board and management of Chariot Resources Limited (TSX: CHD) today
reiterated that the preferred outcome for Chariot's shareholders is to
receive a control premium for their shares through a sale of Chariot to a
third party. This outcome is consistent with the interests of Chariot's
shareholders with whom management maintains constant dialogue.
Contrary to the assertion of the Lundin Directors that the strategic
review was not publicly disclosed, Chariot announced at its Annual and
Special Meeting in September 2007, at which representatives of Lundin
Mining were present, that following completion of a feasibility study it
would be appropriate for the Board of Directors to consider what
strategic alternatives might exist in respect of maximizing value. At
Chariot's Annual General Meeting in October 2008, CEO Ulli Rath presented
the details of an action plan including a strategic review upon
completion of a feasibility study. In Chariot's MD&A for the year ended
April 30 2009, Chariot stated that the review was ongoing.
In April of this year, Chariot and its partners announced the completion
of a positive definitive feasibility study (DFS), demonstrating the Mina
Justa project has a robust economic resource, an internal rate of return
of 20.2%, an initial mine life of 11.5 years, and the potential to add up
to 4.3 years of oxide mine life and 6.9 years of sulfide mine life.
Chariot is advised that its 70% share of Mina Justa is an asset that
would be attractive to a variety of potential bidders, and that the
Company can maximize value for all shareholders through a formal sale
process.
Chariot's plan is to initiate a formal sale process for the Company in
the near-term when the confidence of potential acquirors in economic
recovery and their access to financing improves. Until such time, Chariot
is fully committed to continue to add value through a number of
initiatives that could substantially improve the economics of the Mina
Justa project, including identifying additional ore potential, obtaining
the necessary permits to construct the mine, examining the reduction of
capital costs and pursuing modifications to the sales contract.
The Lundin Directors do not have a coherent plan for Chariot
The Lundin Directors state that they are currently not prepared to make
any definitive pronouncements as to what the future course of Chariot
will be. Furthermore, they admit to not knowing the true value of
Chariot. These statements made by the Lundin Directors should prompt
shareholders to ask themselves if this team is capable of delivering
value to Chariot shareholders.
Lundin Mining's Interests are not aligned with Chariot's shareholders
Lundin Mining has stated that it "has no intention of acquiring the Mina
Justa Project or in making a bid to acquire Chariot". As mentioned in our
letter to shareholders on August 20, 2009, all of the six nominees that
have been proposed by the Lundin Directors are either directors of Lundin
Mining or have had extensive senior management histories with Lundin
Mining or personal ties to Mr. Lukas Lundin. Chariot shareholders should
question who will be left to independently safeguard Chariot's interests
and the interests of shareholders other than Lundin Mining, which owns
18.3% of the issued and outstanding shares of Chariot.
During the last 12 months, Lundin Mining has recorded a year-end net loss
of approximately $957 million, and until recently has been required to
operate under a waiver from its lenders for breach of its tangible net
worth covenant. Chariot believes that it is not in the interest of
Chariot shareholders as a group to have a single shareholder in such
financial circumstances controlling the timing of a potential sale.
Furthermore, the presence of the Lundin Nominees, together with the
current shareholding of Lundin Mining, will effectively frustrate the
possibility of any third party offer and materially prejudice Chariot's
shareholders ability to receive a change of control premium in a sale of
Chariot.
We reiterate that if Lundin Mining wants to take control of Chariot, it
should make a take-over bid directly to the shareholders of Chariot -
instead they are trying to steal control without paying for it.
The Lundin Directors continue to demonstrate insufficient knowledge of
Mina Justa and lack relevant experience
The Lundin Directors state in their press release that the DFS "deals in
detail with part of the identified mineral resource at Mina
Justa...identified as 400 Million tonnes of copper ore." The release goes
on to state that Lundin will "transform the current feasibility study
into a true "bankable" feasibility study that considers all available
mineral resources".
National Instrument 43-101 clearly defines the difference between what
constitutes a resource and what constitutes a reserve; and also requires
"Qualified Persons" to sign-off on how these where determined. The DFS
resources, at 0.3% Cu, calculated by Snowden are made up of 336.8M tonnes
@ 0.76% Cu identified as "Indicated" and 64.6M tonnes @ 0.82% Cu
identified as "Inferred".
National Instrument 43-101 does not permit the addition of Indicated
resources to Inferred resources in estimating a mineral resource.
Contrary to NI 43-101, this addition is the basis of the "400 million
tonnes" resource used by the Lundin Directors. Moreover, the same
Instrument (43-101) specifies that Inferred resources can not be used in
a DFS.
Converting mineral resources to reserves requires an in-depth exercise to
demonstrate that resources can be mined at a profit. The DFS reserves,
calculated by GRD-Minproc, follow all the requirements of National
Instrument 43-101. The DFS also contains information to show that these
reserves can be extended for up to 7 years. The DFS has considered all
available mineral resources: traditionally not all resources can be
converted into economic reserves.
The Lundin Directors also refer to "a true bankable feasibility study".
The term "bankable" is under review by the CSA, as it could be deemed to
be misleading.
The Chariot Definitive Feasibility Study is a comprehensive and thorough
study that is more than adequate to show to lending institutions.
These issues demonstrate once more that the Lundin Directors do not have
the right knowledge of the Mina Justa project or the relevant experience
to make decisions that increase the value of Chariot.
CHARIOT RESOURCES' BOARD OF DIRECTORS BELIEVES THAT THE ACTION OF THE
LUNDIN DIRECTORS IS AN OPPORTUNISTIC ATTEMPT TO SEIZE CONTROL OF YOUR
COMPANY THROUGH CONTROL OF THE BOARD WITHOUT PAYING A CONTROL PREMIUM TO
YOU FOR YOUR SHARES.
VOTE FOR CHARIOT MANAGEMENT'S NOMINEES AND CHARIOT'S PLAN
USING THE WHITE PROXY
VOTES MUST BE RECEIVED PRIOR TO SEPTEMBER 2, 2009 At 10:00AM Toronto Time
If you have already voted using the dissident proxy you have every right
to change your vote as it is the later dated proxy that will be counted.
Shareholders with questions or needing assistance in voting their WHITE
proxy are encouraged to call Chariot's proxy solicitation agent,
Georgeson, North American Toll Free Number: 1- 866-413-9464
Forward Looking Statements. This release and the documents attached
hereto contain certain forward-looking statements. These statements
relate to future events or the Corporation's future performance and
reflect expectations and assumptions regarding the growth, results of
operations, performance, prospects and opportunities of the Corporation.
Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results or performance of the
Corporation to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements, A discussion of factors that may affect the Corporation's
actual results, performance, achievements or financial position is
contained under "Risk Factors" in the Corporation's Annual Information
Form. Although the Corporation has attempted to identify important
factors that could cause actual results, performance or achievements to
differ materially from those described in forward-looking statements,
there may be other factors that cause results, performance or
achievements not to be as anticipated, estimated or intended. There can
be no assurance that actual events, performance or results will be
consistent with these forward-looking statements and accordingly readers
should not place undue reliance on forward-looking statements. The
Corporation assumes no obligation to update or revise forward-looking
statements to reflect new events or circumstances, except as required by
law.
ON BEHALF OF THE BOARD OF DIRECTORS
"Ulli Rath", President & CEO
CHARIOT RESOURCES LIMITED.
Contacts:
Chariot Resources Limited
Ulli Rath
President & CEO
Office: (416) 363-4554 or Cell Phone: (416) 270-4481
Email: ullir@chariotresources.com
Website: www.chariotresources.com
Forbes West
IR Advisor
Office Phone: (416) 203-2200 or Toll Free: 1-888-655-5532
Email: forbes@sherbournegroup.ca
Copyright 2009, Market Wire, All rights reserved.
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