LONGUEUIL, QUEBEC — (Marketwire) — 03/22/13 — Cerro Resources NL (ASX: CJO)(TSX VENTURE: CJO) announces that the Australian Securities and Investments Commission (ASIC) has registered the Scheme Booklet (Booklet) which details Cerro-s previously announced proposed transaction (Transaction) with Primero Mining Corp (Primero) to effect:
The Transaction is subject, among other things, to approval by Cerro-s shareholders, and will be effected by:
Details of the meetings of Cerro-s shareholders are set out below.
Board recommendation is unanimously in favour
In the absence of a Superior Proposal (as that term is defined in the Booklet), the Cerro Directors each:
Independent Expert
Grant Thornton, as Independent Expert, has concluded that the Share Scheme and Option Scheme are fair and reasonable and in the best interests of Cerro-s shareholders and optionholders.
Full details of the Transaction and the Transaction steps noted above are provided in the Booklet. A copy of the Booklet, including the Independent Expert-s Report, is attached to this announcement or will be filed on SEDAR in Canada. The Booklet will be mailed to Cerro-s shareholders and optionholders next week.
If the Transaction completes, Primero will subscribe for new shares in Santana, resulting in Primero holding 19.99% of Santana and the relevant Cerro shareholders holding 80.01%. The proposed listing of Santana on the ASX is not a condition subsequent to the Transaction and there is no guarantee that listing will be granted. In the event that listing is not granted, Santana would continue as an unlisted public company after the Spinout.
Meetings
The meetings of Cerro-s shareholders and option holders (Meetings) will be held on Tuesday, 30 April 2013 in the Surveyor-s Room, Ground Floor, Treasury Casino (Hotel Building), 130 William Street, Brisbane Queensland, 4000.
The Meetings will commence at the following times:
Release of the Booklet follows orders made by the Federal Court of Australia to convene the Share Scheme Meeting and Option Scheme Meeting.
Cerro-s shareholders and optionholders are encouraged to vote (as entitled) either by attending the Meetings in person, or by lodging a proxy by the times specified in the respective Notices of Meetings included as part of the Booklet and proxy forms which will be mailed with the Booklet.
Other Important indicative dates and indicative timing in relation to the approval and implementation of the Share Scheme and Option Scheme are set out below:
The above timetable is indicative only and the actual timetable will depend on many factors which are outside the control of Cerro. These factors include the Court approval process and the time at which the conditions precedent to the Share Scheme and Option Scheme are satisfied or waived (as applicable). Cerro may vary any of these times and dates without directly notifying Cerro shareholders and Cerro optionholders. Any variation to the timetable will be announced to the ASX and TSXV and will be published on Cerro-s website.
Contacts: Tony McDonald Managing Director & CEO +61 7 3221 7501
Craig McPherson CFO & Company Secretary +61 7 3221 7501
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