Press

Codelco obtains financing necessary to acquire up to 49% of Anglo American Sur S.A.

•The company made the announcement after having signed an agreement with Mitsui & Co., Ltd., which allows it to secure financing to exercise its option to acquire up to 49% of Anglo American Sur S.A. •Anglo American Sur is a world-class mining asset consisting of the Los Bronces (formerly Disputada de Las Condes) and El Soldado copper deposits, the Chagres copper smelter and the Los Sulfatos and San Enrique Monolito exploration projects, among others. •The agreement had the approval and support of the Government of Chile.

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Santiago, October 12, 2011.- Codelco has reached an agreement with Mitsui & Co., Ltd. (“Mitsui”) to provide financing for up to a maximum of US$6.75 billion, which ensures that Codelco has the necessary resources to exercise its option to purchase shares in Anglo American Sur SA (Anglo Sur). This option contemplates the purchase of up to 49% of Anglo Sur shares and can be exercised in January 2012.

“This is a very important agreement for Codelco, since it allows it to finance the eventual exercise of its right to purchase 49% of Anglo American Sur SA, without compromising its ability to finance the investment plan that you know about,” said Gerardo Jofré, Chairman of the Board of Codelco, at a press conference where the company explained the scope of the agreement.

Diego Hernández, CEO of Codelco, added that “we are very pleased with this possibility, which would help us increase our attributable production. Codelco has this option and our mission is to maximize Codelco's results with a medium and long-term vision and that is what we are doing. We believe that this is a good alternative and, in January, we will finally decide whether to execute this plan or not, based on the market situation, among other variables. But we are very optimistic that it is a very good alternative.”

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Andrés Tagle (Director); Raimundo Espinoza (Director and President FTC); Diego Hernández (Executive President); Gerardo Jofré (Chairman of the Board); Thomas Keller (Vice President of Administration and Finance); and Fernando Porcile (Director)

Raimundo Espinoza, member of the company's Board of Directors and President of the Federation of Copper Workers, added that "this is one of the great deals that this country and the State of Chile make, so I think it is the right thing to do. This is a very important decision that should make us happy."

A second agreement provides that Codelco will have the right, but not the obligation, to repay part of the loan granted by Mitsui with the sale of an indirect interest in the 50% of shares of Anglo Sur acquired by Codelco. The sale would be made on the basis of a pre-established price, which values the 49% of the shareholding in Anglo Sur at approximately US$ 9.76 billion. In this case, the balance of the debt becomes a 5-year loan and no longer has the personal guarantee of Codelco.

These agreements would allow Codelco to capture a significant part of the value of Anglo Sur and pay a significant portion of the debt contracted by the Corporation to finance the purchase of the shares of that company. Gerardo Jofré said that “the operations covered by the purchase option that Codelco has are world-class assets and the agreements reached with Mitsui represent a great opportunity to add value to the Corporation, while consolidating ourselves as the largest copper producer in the world.” He added that “the Anglo American Sur deposit is one of the most important in the world, both for its current production and for the resources that give it great future projection.”

Diego Hernandez also commented that “the possibility of acquiring a significant shareholding in a world-class asset, operated by a company of excellence such as Anglo American, and in the additional resources that will allow the extension and expansion of its operations, represents an opportunity to make a very good investment for Codelco. In this context, I would like to reiterate what I have stated on many occasions, in the sense that our investment decisions are not affected by the volatility that the world economy may experience in the short term. If, as we currently anticipate, we exercise the purchase option, we hope to work closely with Anglo American, with whom we already have a relationship of mutual collaboration in the operation of the Andina and Los Bronces mines.” Although there are still decisions to be made, the CEO of Codelco expressed optimism: “we have a fairly solid plan to be able to exercise the option in January 2012,” he stated at the press conference.

 

Long negotiation

Codelco evaluated several sources of financing before selecting Mitsui as the most attractive alternative, but cannot reveal details of those negotiations, as they are subject to confidentiality clauses. Referring to the process, Diego Hernández revealed that it was a complex issue. “We have been dedicated all year to exploring the different alternatives. Several were considered and Mitsui was the most attractive.”

Thomas Keller, Vice President of Administration and Finance, stressed that a key objective in obtaining financing from Mitsui was to avoid incurring in debt that could compromise Codelco's ability to carry out its investment plan. "The Corporation has an investment program that includes disbursements of US$ 17 billion in the period 2011-2015, which we must finance prudently. The agreement signed with Mitsui ensures us the necessary resources to exercise the option to purchase Anglo Sur shares, while giving us the flexibility to convert this financing into an obligation that is paid solely with the income generated by the participation in Anglo Sur and without guarantees from Codelco. In this way, our ability to execute the investment program remains intact."

The Chairman of the Board, Gerardo Jofré, On behalf of the Board of Directors, he expressed his congratulations “to the administration headed by Diego Hernández and supported very directly in this operation by Thomas Keller (Vice President of Administration and Finance), to Francisca Castro (Strategic Business Manager), and to the entire team that negotiated. I congratulate them because it has been a very complex negotiation, carried out over many months, with great professional challenges, and I believe that they have achieved a truly exceptional result.” For his part, Hernández thanked the Board of Directors for their support and also “to the Ministers of Finance and Mining, who are the representatives of the shareholders, who have also supported us a lot in this negotiation and, finally, to the President of the Republic, who from the first moment agreed that we should explore this alternative.”

Copper sales contract

Under this new and broader relationship, Codelco and Mitsui also signed a sales contract for 30,000 tons of fine copper per year, valued at market prices.

In this regard, Codelco's top executive explained that the off-take contract is a contract independent of the purchase option and that it consists of Codelco selling 30 thousand tons of fine copper to the Japanese company Mitsui for a 10-year horizon, but at a completely market price.

Exhibit

Mitsui is an international company, headquartered in Tokyo, Japan, with businesses in product marketing, logistics and financing of large projects related to the mining, infrastructure, automotive industry, shipping, aerospace, chemical industry, energy, food, consumer services, information technology and telecommunications, financial markets and transportation sectors.

In Chile, Mitsui's interests include its participation in Compañía Minera Doña Inés de Collahuasi, in Minera Los Pelambres, in the Caserones project and in its commercial activities. During the last fiscal year, Mitsui generated sales equivalent to approximately US$ 57 billion and net profit of US$ 4 billion. Mitsui shares are traded on the Tokyo, Osaka, Nagoya, Sapporo and Fukuoka stock exchanges and its long-term debt issues are rated A+ (S&P) and AA- (R&I).

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