International Minerals Makes Superior Offer to Acquire Metallic Ventures

• Press Release
• Source: International Minerals Corporation
• On 8:42 pm EDT, Thursday October 29, 2009

SCOTTSDALE, Ariz.--(BUSINESS WIRE)--International Minerals Corporation (TSX:IMZ - News) and (SIX:IMZ) has made an offer to acquire all of the common shares of Metallic Ventures Gold Inc. (“Metallic,” TSX: MVG) for US$24 million in cash and 8.5 million common shares of IMZ. IMZ’s proposal has been determined by the Board of Directors of Metallic to be a superior offer relative to the current offer by Solitario Exploration & Royalty Corp. (“Solitario”) to acquire Metallic.

Related Quotes

Symbol	Price	Change
IMZ.SW	4.18	-0.18

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Metallic has issued a news release stating that its Board of Directors recognize that the IMZ proposed acquisition transaction is superior to the terms of the arrangement agreement between Metallic and Solitario, originally announced by Metallic on August 24, 2009, as amended by Solitario on October 13, 2009 (the “Solitario Arrangement Agreement”).

Under the terms of the Solitario Arrangement Agreement, Solitario now has a period of 72 hours (the “Notice Period”) to offer to amend the terms of the Solitario Arrangement Agreement. This Notice Period will expire at 9:00 a.m. (Toronto time) on November 2, 2009.

If, within the Notice Period, Solitario offers to amend the Solitario Arrangement Agreement such that the Board of Directors of Metallic determines that the proposed transaction with IMZ is no longer a superior proposal, Metallic will be required to enter into an amendment to the existing Solitario Arrangement Agreement and implement the amended Solitario Arrangement Agreement. In that circumstance, the offer by IMZ to enter into a proposed transaction with Metallic will be terminated.

If within the Notice Period Solitario does not offer, or notifies the Metallic Board that it does not intend to offer, to amend the Solitario Arrangement Agreement, or if the proposed IMZ transaction continues to be superior to any proposed amendment to the Solitario Arrangement Agreement, Metallic has advised that it intends to (a) terminate the Solitario Arrangement Agreement; (b) pay to Solitario the agreed transaction break fee of US$2.2 million; and (c) accept IMZ’s offer. In that event, the voting support agreements entered into by Metallic’s two significant shareholders (representing approximately 66% of Metallic’s issued and outstanding common shares) will be terminated and such shareholders will enter into voting support agreements with respect to the transaction with IMZ.

Under IMZ’s offer, a break fee of US$2.5 million will be payable to IMZ if Metallic accepts an offer that is superior to IMZ’s.

About Metallic Ventures

Metallic’s principal assets are:

• Two advanced gold exploration projects in Nevada with significant Measured and Indicated Resources: (1) the Converse gold project, which lies in the prolific Battle Mountain/Cortez mineralized trend; and (2) the Goldfield gold project, located in the historic Goldfield mining district, which, according to the Nevada Bureau of Mines, has recorded production from the district of approximately 4.2 million ounces of gold during from 1903 to 1960.
• A 3% net smelter return (NSR) royalty on Barrick Gold’s Ruby Hill gold mine in Nevada. The Ruby Hill mine produced 98,000 ounces of gold in 2008 and at Dec 31 2008 had published gold reserves of 831,000 ounces and resources of 480,000 ounces. Currently Metallic is receiving approximately US$3 million- $4 million per year in royalty payments.
• Cash of approximately US$15 million before transaction payments and costs.

Additional information about Metallic can be found on their web site at www.metallicventuresgold.com

About International Minerals

IMZ is a silver-gold producer, explorer and developer with silver production from its 40%-owned Pallancata Mine, one of the top 10 primary silver mines in the world. IMZ estimates production (on a 100% basis) from the Pallancata Mine for 2009 at 8.0 million ounces of silver and 30,000 ounces of gold (40% attributable to IMZ’s account). Production of approximately 10 million ounces of silver and 35,000 ounces of gold is expected in 2010.

IMZ has other interests in exploration level projects in Peru as well as the Rio Blanco gold-silver project and the Gaby gold project, both in Ecuador.

IMZ has been listed on the Toronto Stock Exchange since 1994 and the Swiss Exchange (“SIX”) since 2002.

Cautionary Statement:

Some of the statements contained in this release are “forward-looking statements” within the meaning of Canadian securities law requirements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this release include statements regarding estimates of production and information on a potential corporate transaction. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties such as: risks in maintaining production and processing rates, risks of cost escalation, risks of estimating mineral resources and reserves, variances between mineral reserves and actual mineral production and other risks and uncertainties detailed in the Company’s Renewal Annual Information Form for the year ended June 30, 2009, which is available at www.sedar.com under the Company’s name. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

International Minerals Corporation
North America:
Wendy Yang, 303-357-4863
Vice President of Investor Relations
or
Europe:
Oliver Holzer, +41 (0) 44 854 11 39
Marketing Consultant
or
IR@intlminerals.com
Internet Site: http://www.intlminerals.com