Metorex Shareholders Vote to Approve Jinchuan Offer

JOHANNESBURG, September 2, 2011 /PRNewswire/ --

- Metorex shareholders vote in favour of Jinchuan's R9.1bn offer to acquire Metorex

At the Metorex General Meeting held in Johannesburg today, 98.6% of Metorex shareholders that were present and entitled to vote, voted in favour of the offer by a South African subsidiary of Jinchuan to acquire the entire issued and to be issued ordinary share capital of Metorex by way of a scheme of arrangement.  

Under the terms of the offer, shareholders in Metorex would receive a cash consideration of R8.90 per share, by way of a scheme of arrangement. The implementation of the scheme of arrangement is subject to the fulfilment or waiver of certain conditions precedent as set forth in the circular to Metorex shareholders, dated 2 August 2011 (the "Circular"), a full copy of which is available on Metorex's website at http://www.metorexgroup.com.

Commenting on the Metorex shareholder vote, Mr. Yang Zhiqiang, Chairman of Jinchuan's Board of Directors, said, "Today's shareholder vote is an important step forward in our acquisition of Metorex. We are pleased with the shareholder support and will continue to work towards the fulfilment of the outstanding conditions precedent."

Timetable for remainder of Scheme process:

    Finalisation Date expected to be on                   Friday, 18 November
    Finalisation Date announcement expected to
    be published on SENS on                               Friday, 18 November
    Finalisation Date announcement expected to
    be published in the South African press on            Monday, 21 November
    Expected last day to trade Metorex Shares on     
    the JSE in order to be recorded in the Register 
    to receive the Scheme Consideration on                Friday, 25 November
    Suspension of listing of Metorex Shares at the 
    commencement of trade on the JSE expected to be on    Monday, 28 November
    Scheme Consideration Record Date to be recorded in 
    the Register in order to receive the Scheme 
    Consideration expected to be on or about               Friday, 2 December
    Expected Operative Date of the Scheme on               Monday, 5 December
    Payment or delivery of the Scheme Consideration 
    expected to be transferred electronically or posted 
    to certificated Scheme Participants, provided 
    certificated title documents are received on time, 
    on or about (subject to limited exceptions)            Monday, 5 December
    Expected termination of listing of Metorex
    Shares on the Johannesburg Stock Exchange at
    the commencement of trade on or about                 Tuesday, 6 December

Note: The above dates and times are subject to the factors stated in the Circular and any changes as may be agreed to by Metorex and Jinchuan's subsidiary that is making the offer, and approved by the JSE and/or the Takeover Panel, if required.

About Jinchuan

Headquartered in Jinchang City, Gansu Province, Jinchuan is China's largest producer of nickel, cobalt and platinum group metals, as well as one of the largest producers of refined copper. Globally, Jinchuan is currently the fourth largest producer of nickel and the second largest producer of cobalt. Additional information about Jinchuan can be found by visiting: http://www.jnmc.com.

About Metorex

Metorex is a producer of copper and cobalt, with operations in the African Copper Belt. Metorex has two operating mines, Chibuluma located in Zambia, in which it holds an 85% interest, and Ruashi in the Democratic Republic of Congo ("DRC"), in which it holds a 75% interest. Metorex has three projects in the DRC, one in the development phase and two in the exploration phase. In 2010, Metorex produced 51,569 metric tons of copper and 3,622 metric tons of cobalt. Additional information about Metorex can be found by visiting: http://www.metorexgroup.com.

This press release does not constitute an offer to buy or subscribe for or a solicitation of an offer to sell any securities (including without limitation any securities of Metorex), nor shall there be any sale of securities in any country or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such country or jurisdiction.

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