Griffin Mining Regulatory News (GFM)

3 Apr 2009 17:00



60 St James's Street, London SW1A 1LE, United Kingdom

Telephone: + 44 (0)20 7629 7772 Facsimile: + 44 (0)20 7629 7773

E mail: griffin@griffinmining.com

3rd April 2009

Griffin withdraws proposed takeover for Ivernia Inc

Griffin Mining Limited ("Griffin") has withdrawn its proposed takeover of Ivernia Inc ("Ivernia") as a result of actions taken by the board of Ivernia which have resulted in the current and future control of Ivernia being delivered to a related party with latent massive dilution of its share capital without the approval of Ivernia's shareholders or allowing the shareholders to be given the opportunity to consider a number of alternative proposals put forward by Griffin. The completion of a momentous alteration in the terms of Ivernia's convertible debt and other related transactions were permitted to proceed on the basis of the Toronto Stock Exchange's (the "TSX") decision to grant Ivernia an exemption from TSX minority shareholder approval requirements for non-arm's length transactions and for transactions exceeding specified levels of dilution under TSX rules. Under the transaction, Ivernia's largest shareholder and an insider, Sentient Global Resources Fund II LP, was issued secured convertible notes (the "Notes") where (1) the conversion price was reduced from $1.08 to $0.11 per share thereby entitling it to acquire 199.1 million shares, representing approximately 111% of the current outstanding shares of Ivernia and effective control; (2) the term was extended by 4 years to expire in 2013; (3) the interest payable was increased from 6% to 8% per annum; (4) the Notes become due and payable on any "change of control" of Ivernia; (5) Sentient assumed effective operational control over Ivernia's wholly owned operating subsidiary, Magellan Metals Pty. Ltd. (6).the Notes are non-redeemable by the Company;(7) the strike price of the Notes contains a  death-spiral type of conversion feature such  that if new shares are subsequently issued at a price lower than the stated $0.11 conversion price, the conversion price will be lowered for the Notes to that issue price. The same mechanism is not included if Ivernia subsequently issues shares at a higher price. The inevitable conclusion of such a one sided Note issue is the effective entrenchment of Sentient as the controlling shareholder of Ivernia.  

Ivernia's application for exemption from shareholder approval requirements was made on the basis of "financial hardship" notwithstanding (a) that Sentient itself was the major creditor of Ivernia imposing the "financial hardship"; (b) that Griffin had advised of its intention to make an offer to purchase all of the outstanding shares of Ivernia at a 25% premium to market and had indicated it would refinance Ivernia on the same basis as Sentient but at a 36.4% premium to the conversion price offered by Sentient in the Notes;and (c) Griffin had made a separate unconditional offer to Ivernia to subscribe for 125 million shares at C$0.12 share and purchase all the outstanding Notes to solve the financial hardship claimed by the directors of Sentient.

The defensive takeover provision and the death spiral conversion feature were not disclosed in Ivernia press releases or material change reports, and the extent of Sentient's ownership upon conversion of the Notes was not disclosed in Sentient's early warning filings.  It is interesting to note that the representative of Sentient on the board of Ivernia makes up one of the three members of the Corporate Governance Committee.

Further information

Griffin Mining Limited's shares are quoted on the Alternative Investment Market (AIM) of the London Stock Exchange (symbol GFM).

The Company's news releases are available on the Company's web site: www.griffinmining.com