AVM advance metals limited

MONTREAL, Aug. 24, 2008 (Canada NewsWire via COMTEX) -- Anvil...

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    MONTREAL, Aug. 24, 2008 (Canada NewsWire via COMTEX) --



    Anvil Mining Limited (TSX, ASX: AVM) ("Anvil" or the "Company") and Catala Global Limited ("Catala") announced today that they have entered into a definitive Subscription Agreement for a private placement. Due to the significant deterioration in market conditions for resource companies since the original announcement of the placement on July 10, 2008, the subscription price per share has been reduced from C$12.50 to C$10.00 per share (with a corresponding reduction in the gross proceeds). The issue price of C$10.00 represents a premium of 39% to the closing price of C$7.21 for Anvil's Common Shares on the Toronto Stock Exchange on August 22, 2008.

    The private placement consists of 23,733,970 Common Shares of Anvil to be issued at a price of C$10.00 per share to Catala for gross proceeds of approximately C$237 million. A copy of the Subscription Agreement will be filed with the Canadian securities regulatory authorities and will be available as a material contract under Anvil's profile at www.sedar.com.

    The proceeds from the private placement will be used by Anvil for completion of Kinsevere Stage II, Kulu Stage II SX-EW and studies leading to the development of an expanded SX-EW facility at Kolwezi (combining resources at Kulu and Mutoshi) and for general working capital purposes.

    The private placement is subject to satisfaction of a number of conditions, including regulatory approval and the approval of Anvil's shareholders. A special meeting of Anvil's shareholders to approve this transaction is expected to be held during September, 2008. The exact date will be determined shortly and will be the subject of a further announcement by Anvil. Anvil's Board of Directors is recommending that shareholders vote in favour of the transaction.

    In connection with the private placement, BMO Capital Markets has delivered to Anvil's Board of Directors a written fairness opinion dated August 24, 2008 to the effect that, based upon and subject to the matters set out in the opinion, the consideration to be received by Anvil pursuant to the private placement is fair, from a financial point of view, to Anvil.

    Upon completion of the transaction, Catala will own approximately 25% of the outstanding shares of Anvil. Catala, the ultimate owner of which is a trust for the benefit of family members of Dan Gertler, is entering into the transaction for investment purposes and may acquire or otherwise trade in shares of Anvil from time to time. The Subscription Agreement continues to provide Catala with a right to participate in future issuances of shares or convertible securities so as to maintain its pro rata position, and Catala's percentage shareholding at which this right applies has been changed from 20% to 15%. Catala also has the right to have one representative nominated for election as a director, so long as Catala owns at least 10% of Anvil's Common Shares. At closing, Anvil and Catala will also enter into an investor rights agreement providing Catala with the right to have the shares of Anvil owned by it qualified for distribution by way of prospectus in Canada under certain conditions.
 
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