Mr. Michael Cella reports
GLOBAL ALUMINA ANNOUNCES AGREEMENT TO SELL ITS INTERESTS IN GUINEA ALUMINA CORPORATION
Global Alumina Corp. has signed a share-purchase agreement (SPA) with DM GAV Ltd., a company established and owned equally by Mubadala Development Co. PJSC and Dubai Aluminium, to sell all of Global Alumina's interests in Guinea Alumina Corp. Ltd. to DM GAV. Pursuant to the SPA, DM GAV will make a $2-million (U.S.) advance payment to Global Alumina on signing of the SPA and will pay an additional $36-million (U.S.) upon completion of the transactions contemplated by the SPA, which is scheduled to occur on or before Aug. 31, 2013. A copy of the SPA will be available on the company's SEDAR reference page.
Coincident with this transaction, Global Alumina International Ltd. and The Broken Hill Proprietary Company Pty. Ltd. have agreed to terminate their SPA, which was announced on Nov. 1, 2012. Concurrent with this termination and execution of the SPA, DM GAV signed a SPA directly with BHP Billiton to buy all of BHP Billiton's interests in Guinea Alumina. Conditions to completion include no objection having been received from the government of Guinea, completion of DM GAV's acquisition of BHP Billiton's interests in Guinea Alumina, and Global Alumina's regulatory and shareholder approvals. These conditions must be satisfied by Aug. 31, 2013, or the SPA may be terminated.
Global Alumina intends to use the $2-million (U.S.) advance payment to finance accrued liabilities and continuing corporate costs until completion. Under the SPA, the company has given limited representations and warranties, some of which will survive for up to two years following completion. The company plans to call a special and general meeting of its shareholders as soon as practically possible to approve the SPA and the transactions contemplated thereby. A management information circular describing the background to, and terms of, the proposed transaction will be mailed to shareholders in advance of the meeting after due consideration by the company's board of directors. The management information circular will also be made available on the company's reference page at SEDAR.
We seek Safe Harbor.
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