Elemental Minerals confirms receipt of Dingyi's Bidder's Statement and update on Dingyi Offer

PERTH, Australia, Aug. 28, 2013 /CNW/ - Elemental Minerals Ltd. (ASX, TSX: ELM) ("Elemental" or "the Company") is pleased to announce receipt of Dingyi Group Investment Limited's ("Dingyi") formal bidder's statement (Bidder's Statement) in respect of Dingyi's off-market takeover offer for 100% of the fully paid ordinary shares of Elemental at A$0.66 per share (the "Dingyi Offer").

Elemental understands the Bidder's Statement will be despatched by Dingyi to Elemental shareholders on 2 September 2013 at which stage the Dingyi Offer will be open for acceptance.  Elemental intends to issue and despatch its Target's Statement to Elemental shareholders shortly thereafter.

As a result of the previously announced delays in obtaining the required regulatory confirmations from the Hong Kong Stock Exchange, the parties have agreed to timetable amendments such that the Dingyi Offer is targeted to proceed in line with the indicative timetable set out below.

Completion of placement to Dingyi approved by shareholders on 14 August 2013	On or before 30 August 2013
Dingyi to despatch its bidder's statement to Elemental shareholders and Dingyi Offer opens	By 2 September 2013
Elemental to despatch its Target's Statement to Elemental shareholders	September 2013
Dingyi to despatch its circular in respect of the Dingyi shareholder meeting to approve the Dingyi Offer^1	October 2013
Dingyi shareholder meeting	By 31 October 2013
Offer closes (unless extended)^2	21 November 2013

^1	The target date for filing Dingyi's circular with the Hong Kong Stock exchange for review has been extended to 15 September 2013 (from 15 August 2013). The existing right of termination arising from Dingyi not having received certain regulatory confirmations from the Hong Kong Stock Exchange by the previous deadline has been waived.
^2	The Dingyi Offer will remain open for acceptance until the later of 21 November 2013 and the date that is 21 days after the Dingyi shareholder meeting to approve the Dingyi Offer, subject always to the Dingyi shareholder approval condition not otherwise becoming incapable of being satisfied.

To facilitate this revised timetable, the Company and Dingyi have agreed to extend the long stop date for obtaining Dingyi shareholder approval to the Dingyi Offer to 30 November 2013.

About Elemental Minerals

Elemental Minerals Limited (ASX/TSX:ELM) is an advanced mineral exploration and development company that aims to grow shareholder value through its 93%-owned Sintoukola Potash Project. The Sintoukola project has the potential to be among the world's lowest-cost potash producers and its strategic location near the coast of Central Africa offers a transport cost advantage to key Brazilian and Asian fertilizer markets. For more information, visit www.elementalminerals.com.

Elemental announced on 1 July 2013 that the Company and Dingyi Group Investment Limited ("Dingyi"), a company incorporated in Bermuda and listed on the Hong Kong Stock Exchange have following the successful completion of a thorough technical and financial due diligence exercise by Dingyi, executed a bid implementation agreement under which Dingyi will make an off-market takeover offer for 100% of the fully paid ordinary shares of Elemental at A$0.66 per share.

Forward-Looking Statements

This news release contains statements that are "forward-looking". Generally, the words "expect," "potential", "intend," "estimate," "will" and similar expressions identify forward-looking statements. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results, performance or achievements, to differ materially from those expressed or implied in any of our forward-looking statements, which are not guarantees of future performance. Statements in this news release regarding the Company's business or proposed business, which are not historical facts, are "forward looking" statements that involve risks and uncertainties, such as resource estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.

www.elementalminerals.com

 

SOURCE: Elemental Minerals Limited

Contacts:

Mr Sam Middlemas
Non-Executive Chairman
Tel: [phone]
[email protected]

Mr Glenn Gatcliffe
Managing Director - BMO Capital Markets
Tel: [phone]
[email protected]