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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Timminco Limited ("Timminco" or the "Company") (TSX:TIM) today announced that it has agreed to issue a total of 7.04 million common shares at a price of $3.55 per share for aggregate gross proceeds of $25.0 million. This equity financing will be by way of private placement to certain investors, including Timminco's controlling shareholder, AMG Advanced Metallurgical Group N.V. ("AMG")(EURONEXT:AMG). AMG has agreed to subscribe for a minimum of 3.55 million common shares to be issued in this financing, at the same price per share offered to all other investors, representing $12.6 million of the expected gross proceeds. In addition, AMG has agreed to purchase any of the remaining 3.49 million common shares that are not subscribed for by other investors in this financing, at the same price per share, subject to normal closing conditions. Proceeds of the financing will be used for general corporate purposes.
"While we believe that based on our current cash position, existing credit facilities and expected cash flow from operations Timminco is adequately capitalized to finance the remainder of our capital expansion costs at our purification facilities in Becancour, Quebec, we are completing this financing as a prudent contingency measure in light of the impact that the current global economic conditions are having on the solar photovoltaic industry," said Mr. Robert J. Dietrich, Executive Vice President - Finance and Chief Financial Officer of Timminco. "The additional capital from this financing will strengthen our balance sheet and enable us to better manage uncertainties associated with short-term demand from Timminco's solar grade silicon customers, and potential risks with accounts receivable payment terms and outstanding customer deposits. We are also complementing this equity financing with several programs to generate cash through the reduction of working capital."
"We are pleased that AMG has demonstrated a vote of confidence in our Company and our business plans, by agreeing to participate in at least 50.4% - and, if necessary, up to 100% - of this financing," added Mr. Dietrich.
"This funding should help enable Timminco to achieve its long-term goals," stated Mr. William Levy, Chief Financial Officer of AMG. "Despite the current economic situation, Timminco continues to offer a compelling value proposition to the crystalline solar market."
The financing is being co-led by Clarus Securities Inc. and TD Securities Inc. as Timminco's exclusive agents (the "Agents").
AMG currently owns 52.56 million common shares of Timminco. Upon completion of the private placement transaction, this is expected to increase to 56.11 million common shares, representing 50.34% of Timminco's total issued and outstanding share capital after completion of the offering, assuming that the remaining 3.49 million common shares are subscribed for by other investors.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the common shares in the United States. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any other state securities laws and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of this financing, which is expected on or about February 3, 2009, is subject to certain conditions, including execution of definitive documents and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange. The common shares to be issued pursuant to this private placement will be subject to a four-month hold period from the date of closing.
About Timminco
Timminco is a leader in the production of low cost solar grade silicon for the rapidly growing solar photovoltaic energy industry. Using its proprietary, patent pending technology, Timminco purifies silicon metal into solar grade silicon (also known as upgraded metallurgical silicon) for use in the manufacture of solar cells. Timminco also produces silicon metal, magnesium extrusions and other specialty metals for use in a broad range of industrial applications serving the aluminum, chemical, pharmaceutical, electronics and automotive industries.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information", as such term is defined in applicable Canadian securities legislation, concerning Timminco's future financial or operating performance and other statements that express management's expectations or estimates of future developments, circumstances or results. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "believes", "anticipates", "budget", "scheduled", "estimates", "forecasts", "intends", "plans" and variations of such words and phrases, or by statements that certain actions, events or results "may", "will", "could", "would" or "might" "be taken", "occur" or "be achieved". In this news release, such information includes statements regarding improvements to Timminco's capitalization, liquidity and capital resources, the sources of financing for capital expenditures, expected cash flow from operations and customer deposits, managing uncertainties associated with solar grade silicon customers, AMG's participation in the financing, and completion of the financing. Forward-looking information is based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Timminco operates, are inherently subject to significant operational, economic and competitive uncertainties and contingencies.
Timminco cautions that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Timminco's actual results, performance or achievements to be materially different from those expressed or implied by such information, including, but not limited to: rapid deterioration of global economic conditions resulting from the financial crisis; limited history with solar grade silicon production; expansion of solar grade silicon production and sales; production capacity expansion at the Bécancour facilities; protection of intellectual property rights; increasing and maintaining the purity of solar grade silicon; long-term contracts for supplying solar grade silicon; selling prices for solar grade silicon; price volatility for silicon metal; pricing and availability of raw materials for silicon metal and solar grade silicon production; dependence upon power supply for silicon metal production; cost of solar grade silicon production; price volatility for magnesium metal; magnesium supply chain interruptions; dependence upon key customers of magnesium extruded and fabricated products; manufacturing cost reduction initiatives; financing requirements for capital expenditures; limitations under existing credit facilities; foreign currency exchange; dependence upon key executives and employees; customer concentration; completion and integration of potential acquisitions, partnerships or joint ventures; risks with foreign operations and suppliers; environmental, health and safety laws and liabilities; equipment failures; transportation disruptions; conflicts of interest; intellectual property infringement claims; new regulatory requirements; labour disputes; and changes in tax laws. These factors are discussed in greater detail in Timminco's Annual Information Form for the year ended December 31, 2007, and Timminco's most recent Management's Discussion and Analysis, each of which is available via the SEDAR website at www.sedar.com. Although Timminco has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this news release is made as of the date of this news release and Timminco disclaims any intention or obligation to update or revise such information, except as required by applicable law.
Sedar File Profile #00000838
JAN 26, 2009
Timminco Announces $25 Million Equity Financing to Strengthen Balance Sheet
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Timminco Limited ("Timminco" or the "Company") (TSX:TIM) today announced that it has agreed to issue a total of 7.04 million common shares at a price of $3.55 per share for aggregate gross proceeds of $25.0 million. This equity financing will be by way of private placement to certain investors, including Timminco's controlling shareholder, AMG Advanced Metallurgical Group N.V. ("AMG")(EURONEXT:AMG). AMG has agreed to subscribe for a minimum of 3.55 million common shares to be issued in this financing, at the same price per share offered to all other investors, representing $12.6 million of the expected gross proceeds. In addition, AMG has agreed to purchase any of the remaining 3.49 million common shares that are not subscribed for by other investors in this financing, at the same price per share, subject to normal closing conditions. Proceeds of the financing will be used for general corporate purposes.
"While we believe that based on our current cash position, existing credit facilities and expected cash flow from operations Timminco is adequately capitalized to finance the remainder of our capital expansion costs at our purification facilities in Becancour, Quebec, we are completing this financing as a prudent contingency measure in light of the impact that the current global economic conditions are having on the solar photovoltaic industry," said Mr. Robert J. Dietrich, Executive Vice President - Finance and Chief Financial Officer of Timminco. "The additional capital from this financing will strengthen our balance sheet and enable us to better manage uncertainties associated with short-term demand from Timminco's solar grade silicon customers, and potential risks with accounts receivable payment terms and outstanding customer deposits. We are also complementing this equity financing with several programs to generate cash through the reduction of working capital."
"We are pleased that AMG has demonstrated a vote of confidence in our Company and our business plans, by agreeing to participate in at least 50.4% - and, if necessary, up to 100% - of this financing," added Mr. Dietrich.
"This funding should help enable Timminco to achieve its long-term goals," stated Mr. William Levy, Chief Financial Officer of AMG. "Despite the current economic situation, Timminco continues to offer a compelling value proposition to the crystalline solar market."
The financing is being co-led by Clarus Securities Inc. and TD Securities Inc. as Timminco's exclusive agents (the "Agents").
AMG currently owns 52.56 million common shares of Timminco. Upon completion of the private placement transaction, this is expected to increase to 56.11 million common shares, representing 50.34% of Timminco's total issued and outstanding share capital after completion of the offering, assuming that the remaining 3.49 million common shares are subscribed for by other investors.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the common shares in the United States. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any other state securities laws and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of this financing, which is expected on or about February 3, 2009, is subject to certain conditions, including execution of definitive documents and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange. The common shares to be issued pursuant to this private placement will be subject to a four-month hold period from the date of closing.
About Timminco
Timminco is a leader in the production of low cost solar grade silicon for the rapidly growing solar photovoltaic energy industry. Using its proprietary, patent pending technology, Timminco purifies silicon metal into solar grade silicon (also known as upgraded metallurgical silicon) for use in the manufacture of solar cells. Timminco also produces silicon metal, magnesium extrusions and other specialty metals for use in a broad range of industrial applications serving the aluminum, chemical, pharmaceutical, electronics and automotive industries.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information", as such term is defined in applicable Canadian securities legislation, concerning Timminco's future financial or operating performance and other statements that express management's expectations or estimates of future developments, circumstances or results. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "believes", "anticipates", "budget", "scheduled", "estimates", "forecasts", "intends", "plans" and variations of such words and phrases, or by statements that certain actions, events or results "may", "will", "could", "would" or "might" "be taken", "occur" or "be achieved". In this news release, such information includes statements regarding improvements to Timminco's capitalization, liquidity and capital resources, the sources of financing for capital expenditures, expected cash flow from operations and customer deposits, managing uncertainties associated with solar grade silicon customers, AMG's participation in the financing, and completion of the financing. Forward-looking information is based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Timminco operates, are inherently subject to significant operational, economic and competitive uncertainties and contingencies.
Timminco cautions that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Timminco's actual results, performance or achievements to be materially different from those expressed or implied by such information, including, but not limited to: rapid deterioration of global economic conditions resulting from the financial crisis; limited history with solar grade silicon production; expansion of solar grade silicon production and sales; production capacity expansion at the Bécancour facilities; protection of intellectual property rights; increasing and maintaining the purity of solar grade silicon; long-term contracts for supplying solar grade silicon; selling prices for solar grade silicon; price volatility for silicon metal; pricing and availability of raw materials for silicon metal and solar grade silicon production; dependence upon power supply for silicon metal production; cost of solar grade silicon production; price volatility for magnesium metal; magnesium supply chain interruptions; dependence upon key customers of magnesium extruded and fabricated products; manufacturing cost reduction initiatives; financing requirements for capital expenditures; limitations under existing credit facilities; foreign currency exchange; dependence upon key executives and employees; customer concentration; completion and integration of potential acquisitions, partnerships or joint ventures; risks with foreign operations and suppliers; environmental, health and safety laws and liabilities; equipment failures; transportation disruptions; conflicts of interest; intellectual property infringement claims; new regulatory requirements; labour disputes; and changes in tax laws. These factors are discussed in greater detail in Timminco's Annual Information Form for the year ended December 31, 2007, and Timminco's most recent Management's Discussion and Analysis, each of which is available via the SEDAR website at www.sedar.com. Although Timminco has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this news release is made as of the date of this news release and Timminco disclaims any intention or obligation to update or revise such information, except as required by applicable law.
Sedar File Profile #00000838