UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14D-1F/A
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CORRIENTE RESOURCES INC.
(Name of Subject Company)
British Columbia, Canada
(Jurisdiction of Subject Companys Incorporation or Organization)
CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD.
a wholly-owned direct subsidiary of
CRCC-TONGGUAN INVESTMENT CO., LTD.
a jointly owned direct subsidiary of
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
and
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
(Bidder)
Common Shares
(Title of Class of Securities)
22027E409
(CUSIP Number of Class of Securities (if applicable))
Guobin HU
CRCC-Tongguan Investment (Canada) Co., Ltd.
700 West Georgia Street, 25th Floor
Vancouver, BC Canada
V7Y 1B3
Telephone: +1-604-684-9151
and
Guobin HU
CRCC-Tongguan Investment Co., Ltd.
c/o Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
Peoples Republic of China
Telephone: +86 562 5860046
and
Guobin HU
Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
Peoples Republic of China
Telephone: +86 562 5860046
and
Dongna HE
China Railway Construction Corporation Limited
No. 40, Fuxing Road
Beijing 100855
Peoples Republic of China
Telephone: +86 105 2688103
(Name, address (Including ZIP code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of bidder)
Copies to:
Scott
M. Tayne, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12
th
Floor
New York, New York 10022
Phone: (212) 588-5500
Fax: (212) 308-0132
February 1, 2010
(Date tender offer first published, sent or given to securityholders)
Calculation of Filing Fee*
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Transaction Valuation
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Amount of Filing Fee
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$197,944,302
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$14,114
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*
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For purposes of determining the filing fee pursuant to General Instruction II.C to
Schedule 14D-1F, the transaction value of the subject companys common shares held in the
United States, assuming acceptance of the Offer by all holders of the subject companys shares
in the United States, is calculated as follows: the product of (x) 24,519,846, the
number of subject company common shares estimated to be held by shareholders in the United
States as of February 2, 2010, (y) CAD$8.60, the price to be paid per common share of the
subject company pursuant to the Offer, and (z) 0.9387, the inverse of the Bank of
Canadas noon buying rate for Canadian dollars on February 1, 2010.
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x
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the Date of its filing.
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Amount
Previously Paid: $14,114
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Registration No.: 005-82963
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Filing
Party: CRCC-Tongguan Investment (Canada) Co., Ltd.
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Form:
SC14D-1F
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Dated Filed: February 2, 2010
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
1. Offer to Purchase and Offer Circular, dated February 1, 2010, including Letter of Transmittal
and Notice of Guaranteed Delivery.
1
2. Notice
of Extension, dated March 25, 2010.
Item 2. Informational Legends
See Notice
to Shareholders in the United States on the inside front cover
page of each of the Offer to Purchase and Offer
Circular, dated February 1, 2010, and the Notice of Extension,
dated March 25, 2010.
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Previously filed with the filing persons Schedule 14D-1F filed with the U.S. Securities
and Exchange Commission (the SEC) on February 2, 2010.
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This document is important and requires your immediate
attention. If you are in doubt as to how to deal with it, you
should consult your investment advisor, stockbroker, bank
manager, trust company manager, accountant, lawyer or other
professional advisor.
This document does not constitute an offer or a
solicitation to any person in any jurisdiction in which such
offer or solicitation is unlawful. The Offer is not being made
to, nor will deposits be accepted from or on behalf of,
Shareholders in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the Laws of
such jurisdiction. However, the Offeror may, in its sole
discretion, take such action as it may deem necessary to extend
the Offer to Shareholders in any such jurisdiction.
This Offer has not been approved or disapproved by any
securities regulatory authority, nor has any securities
regulatory authority passed upon the fairness or merits of this
Offer or upon the adequacy of the information contained in this
document. Any representation to the contrary is an
offence.
March 25,
2010
NOTICE OF
EXTENSION
by
CRCC-TONGGUAN INVESTMENT
(CANADA) CO., LTD.,
a wholly-owned direct
subsidiary of
CRCC-TONGGUAN INVESTMENT CO.,
LTD.,
a jointly-owned direct
subsidiary of
TONGLING NONFERROUS METALS
GROUP HOLDINGS CO., LTD.,
AND
CHINA RAILWAY CONSTRUCTION
CORPORATION LIMITED
of its
OFFER TO PURCHASE
all of the outstanding common
shares
of
CORRIENTE RESOURCES
INC.
for
Cdn.$8.60 IN CASH FOR EACH
COMMON SHARE
CRCC-Tongguan Investment (Canada) Co., Ltd. (the
Offeror
) hereby gives notice that it is
extending the period for acceptance of its offer to purchase,
dated February 1, 2010 (the
Original
Offer
), on the terms and subject to the conditions of
the Offer (as defined below), all of the issued and outstanding
common shares (the
Common Shares
) of
Corriente Resources Inc. (the
Company
),
including all Common Shares of the Company that may become
issued and outstanding after the date of the Offer but before
the expiry time of the Offer upon the exercise of options issued
under the Companys stock option plan (the
Options
), at a price of Cdn.$8.60 in cash per
Common Share, from 5:00 p.m. (Vancouver time) on
March 25, 2010 to 5:00 p.m. (Vancouver time) on
April 28, 2010.
THE OFFER
HAS BEEN EXTENDED AND IS NOW OPEN FOR ACCEPTANCE UNTIL
5:00 P.M. (VANCOUVER TIME) ON APRIL 28, 2010 (THE
EXPIRY TIME), UNLESS THE OFFER IS EXTENDED OR
WITHDRAWN.
This notice of extension (the
Notice of
Extension
) should be read in conjunction with the
Original Offer and the accompanying circular dated
February 1, 2010 (the
Circular
, and,
together with the Original Offer, the
Original Offer
and Circular
) and the Letter of Transmittal and the
Notice of Guaranteed Delivery that accompanied the Original
Offer and Circular. Unless the context requires otherwise or
unless otherwise defined herein or amended hereby, defined terms
used in this Notice of Extension have the same meaning as in the
Original Offer and Circular. The term
Offer
means the Original Offer, as expressly amended and supplemented
by this Notice of Extension.
Shareholders who have validly
deposited and not withdrawn their Common Shares need take no
further action to accept the Offer.
Shareholders who have not deposited their Common Shares and who
wish to accept the Offer must properly complete and execute the
Letter of Transmittal (printed on YELLOW paper) that accompanied
the Original Offer and Circular or a manually executed facsimile
thereof and deposit it, at or prior to the Expiry Time, together
with certificate(s) representing their Common Shares and all
other required documents, with Computershare Investor Services
Inc. (the
Depositary
) at its office in
Toronto, Ontario specified in the Letter of Transmittal, in
accordance with the instructions in the Letter of Transmittal.
Alternatively, a Shareholder may (a) accept the Offer by
following the procedures for book-entry transfer of Common
Shares set out in Section 3 of the Original Offer,
Manner of Acceptance Acceptance by Book-Entry
Transfer or (b) follow the procedure for guaranteed
delivery set out in Section 3 of the Original Offer,
Manner of Acceptance Procedure for Guaranteed
Delivery, using the Notice of Guaranteed Delivery (printed
on PINK paper) that accompanied the Original Offer and Circular,
or a manually executed facsimile thereof. The Letter of
Transmittal and Notice of Guaranteed Delivery that accompanied
the Original Offer and Circular are deemed to be amended to
reflect the terms and conditions of this Notice of Extension.
Shareholders whose Common Shares are registered in the name
of an investment advisor, stockbroker, bank, trust company or
other nominee should immediately contact that nominee for
assistance if they wish to accept the Offer in order to take the
necessary steps to be able to deposit such Common Shares under
the Offer.
All payments under the Offer will be made in Canadian
dollars. Shareholders will not be required to pay any fee or
commission if they accept the Offer by depositing their Common
Shares directly with the Depositary or if they make use of the
services of a Soliciting Dealer, if any, to accept the Offer
.
Questions and requests for assistance may be directed to the
Depositary or the information agent for the Offer, Georgeson
Shareholder Communications Canada, Inc. (the
Information Agent
), whose contact details are
provided on the back cover of this document. Additional copies
of this Notice of Extension, the Original Offer and Circular,
the Letter of Transmittal and the Notice of Guaranteed Delivery
may be obtained without charge on request from the Depositary or
Information Agent and are accessible on SEDAR at www.sedar.com
and EDGAR at www.sec.gov. These website addresses are provided
for informational purposes only and no information contained on,
or accessible from, such websites is incorporated by reference
herein unless expressly incorporated by reference.
No broker, dealer, salesperson or other person has been
authorized to give any information or make any representation
other than those contained in this Notice of Extension or in the
Original Offer and Circular, and, if given or made, such
information or representation must not be relied upon as having
been authorized by the Offeror, CT Holdco, Tongling, CRCC, the
Company, the Information Agent or the Depositary.
This Notice of Extension does not constitute an offer or a
solicitation to any person in any jurisdiction in which such
offer or solicitation is unlawful. The Offer is not being made
to, nor will deposits be accepted from or on behalf of,
Shareholders in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the Laws of
such jurisdiction. However, the Offeror may, in its sole
discretion, take such action as it may deem necessary to extend
the Offer to Shareholders in any such jurisdiction.
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NOTICE
TO SHAREHOLDERS IN THE UNITED STATES
The Offer is being made for the securities of a Canadian
issuer, and while this Notice of Extension and the Offer are
subject to applicable disclosure requirements in Canada,
investors should be aware that these requirements are different
from those of the United States. Financial statements included
herein, if any, have been prepared in accordance with Canadian
generally accepted accounting principles and thus may not be
comparable to financial statements of United States
companies.
Shareholders in the United States should be aware that the
disposition of Common Shares by them as described herein may
have tax consequences both in the United States and in Canada.
Such consequences may not be fully described herein or in the
Original Offer and Circular and such holders are urged to
consult their tax advisors. See Section 17 of the Circular,
Certain Canadian Federal Income Tax Considerations,
and Section 18 of the Circular, Certain United States
Federal Income Tax Considerations.
Shareholders in the United States should be aware that the
Offeror, CT Holdco, Tongling, CRCC or their respective
affiliates, directly or indirectly, may bid for or make
purchases of Common Shares during the period of the Offer, as
permitted by Section 2.2(3) of MI
62-104
and
Section 2.1 of OSC
Rule 62-504
and any other applicable Laws in Canada. See Section 12 of
the Original Offer, Market Purchases and Sales of Common
Shares.
The enforcement by Shareholders of civil liabilities under
United States federal securities laws may be affected adversely
by the fact that the Offeror and the Company are incorporated
under the laws of British Columbia, that CT Holdco, Tongling and
CRCC are incorporated under the laws of the Peoples
Republic of China, that all or the majority of the officers and
directors of each of the Offeror, CT Holdco, Tongling, CRCC and
the Company reside outside the United States, that some of the
experts named herein may reside outside the United States, and
that all or a substantial portion of the assets of the Offeror,
CT Holdco, Tongling, CRCC, the Company and the other
above-mentioned persons are located outside the United
States.
3
NOTICE
TO HOLDERS OF OPTIONS
The Offer is being made only for Common Shares and is not made
for any Options. Any holder of Options who wishes to accept the
Offer must, to the extent permitted by the terms of the security
and applicable Laws exercise such Options in order to obtain
certificates representing Common Shares and deposit those Common
Shares in accordance with the terms of the Offer. Any such
exercise must be completed sufficiently in advance of the Expiry
Time to ensure that the holder of such Options will have
certificates representing the Common Shares received on such
exercise available for deposit at or prior to the Expiry Time,
or in sufficient time to comply with the procedures referred to
under Manner of Acceptance Procedure for
Guaranteed Delivery in Section 3 of the Offer, or
otherwise comply with the procedures established by the Company
and the Offeror.
It is a condition of the Offer that at or prior to the Expiry
Time all outstanding Options shall have been exercised in full,
cancelled or irrevocably released, surrendered or waived or
otherwise dealt with on terms satisfactory to the Offeror. The
Company has agreed in the Support Agreement to use commercially
reasonable efforts to facilitate and encourage the exercise of
all outstanding Options prior to the first scheduled Expiry Time
of the Offer and to arrange that any Options not so exercised
will terminate and cease to have any further force or effect.
Pursuant to the Support Agreement, the Company Board will also
resolve to permit all persons holding Options, which by their
terms are otherwise currently exercisable or not, to exercise
such Options concurrent with the first scheduled Expiry Time of
the Offer, including by causing the vesting thereof to be
accelerated.
The tax consequences to holders of Options of exercising
their Options are not described in either Section 17 of the
Circular, Certain Canadian Federal Income Tax
Considerations, or in Section 18 of the Circular,
Certain United States Federal Income Tax
Considerations. Holders of Options should consult their
tax advisors for advice with respect to potential income tax
consequences to them in connection with the decision whether to
exercise their Options.
CURRENCY
All dollar references in this Notice of Extension and in the
Original Offer and Circular are in Canadian dollars, except
where otherwise indicated. On March 24, 2010, the Bank of
Canada noon rate of exchange for U.S. dollars was Cdn.$1.00
= US$0.974.
FORWARD-LOOKING
STATEMENTS
Certain statements contained herein and in the Circular under
Section 7, Purpose of the Offer and Plans for the
Company, Section 8, Source of Funds, and
Section 12, Acquisition of Common Shares Not
Deposited and Section 15, Regulatory
Matters, in addition to certain statements contained
elsewhere in this document, are forward-looking
statements and are prospective in nature. The words
expect, will, intend,
estimate and similar expressions identify
forward-looking statements. Forward-looking statements are
necessarily based upon a number of estimates and assumptions
that, while considered reasonable by the Offeror, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. Shareholders are cautioned not
to place undue reliance on forward-looking statements because a
number of risks, uncertainties and other factors could cause
actual future results, conditions, actions or events to differ
materially from financial and operating targets, expectations,
estimates or intentions expressed in the forward-looking
statements, and the forward-looking statements are not
guarantees of future performance. These risks, uncertainties and
other factors include, but are not limited to:
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political instability in the countries in which the Company, the
Offeror, CT Holdco, Tongling or CRCC operate;
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changes in applicable Laws, including, without limitation,
applicable Laws of Ecuador, Laws related to foreign investment,
environmental protection, labour and employment and the
protection of the health and safety of workers and Laws having a
confiscatory or expropriatory effect;
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general business and economic conditions globally;
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trends in the global mining industry;
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the failure to meet certain conditions of the Offer
and/or
the
failure to obtain the required approvals or clearances from
government authorities on a timely basis or at all, including,
without limitation, the PRC Approvals;
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the inability to successfully integrate the Companys
operations and programs with those of CT Holdco, Tongling or
CRCC, including, without limitation, incurring
and/or
experiencing unanticipated costs
and/or
delays or difficulties relating to the integration of the
Company;
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the inability to attract and retain the Companys key
employees following the acquisition;
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the inability to carry out the Offerors plans for the
Company;
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certain representations made by the Company continuing to be
true;
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disruptions in business operations due to reorganization
activities;
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litigation and legal matters;
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other risk factors discussed in the Companys most recent
annual information form filed with the Canadian provincial
securities regulatory authorities and available on SEDAR and
EDGAR; and
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other risk factors relating to the Offeror, CT Holdco, Tongling
and CRCC.
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Forward-looking statements contained in this Notice of Extension
and in the Original Offer and Circular are based on the beliefs
and opinions of the Offeror, CT Holdco, Tongling and CRCC. The
Offeror disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
applicable Laws (including U.S. federal securities laws).
5
NOTICE
OF EXTENSION
March 25,
2010
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TO:
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THE HOLDERS OF COMMON SHARES OF CORRIENTE RESOURCES INC.
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By written notice to the Depositary given on March 24, 2010
and as set forth in this Notice of Extension, the Offeror has
extended the Original Offer to purchase all of the issued and
outstanding Common Shares of the Company, including all Common
Shares of the Company that may become issued and outstanding
upon the exercise of Options, at a price of Cdn.$8.60 in cash
per Common Share.
Except as otherwise set forth in this Notice of Extension, the
terms and conditions set forth in the Original Offer and
Circular and the Letter of Transmittal and Notice of Guaranteed
Delivery that accompanied the Original Offer and Circular
continue to be applicable in all respects. This Notice of
Extension should be read in conjunction with the Original Offer
and Circular and the Letter of Transmittal and Notice of
Guaranteed Delivery that accompanied the Original Offer and
Circular.
Unless otherwise defined herein or amended hereby, defined terms
used in this Notice of Extension have the same meaning as in the
Original Offer and Circular. The term
Offer
means the Original Offer dated February 1, 2010, as amended
and supplemented by this Notice of Extension.
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1.
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Extension
of the Offer
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The Offeror has extended the expiry time of the Original Offer
from 5:00 p.m. (Vancouver time) on March 25, 2010 to
5:00 p.m. (Vancouver time) on April 28, 2010.
Accordingly, the definition of
Expiry Time
in
the Original Offer and Circular, has been amended to mean
5:00 p.m. (Vancouver time) on April 28, 2010, or such
later time or times and date or dates as may be fixed by the
Offeror from time to time.
In addition, all references to 5:00 p.m. (Vancouver
time) on March 25, 2010 in the Original Offer and
Circular, the Letter of Transmittal and the Notice of Guaranteed
Delivery, as amended and supplemented by this Notice of
Extension, have been amended to reference 5:00 p.m.
(Vancouver time) on April 28, 2010.
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2.
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Required
Regulatory Approvals
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The Offer is conditional upon, among other things, all
Regulatory Approvals having been obtained. The Offeror believes
that all Regulatory Approvals necessary to complete the Offer
will be obtained prior to the Expiry Time, as such term has been
amended by this Notice of Extension.
On February 9, 2010, the Commissioner issued an advance
ruling certificate in respect of the proposed acquisition by the
Offeror of the Common Shares of the Company (the
Proposed Transaction
) stating that the
Commissioner is satisfied that she does not have sufficient
grounds on which to apply to the Competition Tribunal under
section 92 of the Competition Act in respect of the
Proposed Transaction.
On February 2, 2010, CT Holdco received a receipt from the
Director of Investments of the Investment Review Division of
Industry Canada advising that the Proposed Transaction is not
reviewable under Part IV of the Investment Canada Act.
On March 4, 2010, the
45-day
period following the certified date for notification of the
Proposed Transaction referred to in subsection 13(1) of the
Investment Canada Act within which: (a) the Minister of
Industry could send to CT Holdco a notice that an order for the
review of the Proposed Transaction under the national security
review provisions (Part IV.1) of the Investment Canada Act
may be made; or (b) the Governor in Council could make an
order for the review of the Proposed Transaction under the
national security review provisions (Part IV.1) of the
Investment Canada Act, expired. As of the date hereof, neither
CT Holdco nor the Company has received notice from the Minister
of Industry that the Proposed Transaction is or may be subject
to a national security review under Part IV.1 of the
Investment Canada Act and, to the information, knowledge and
belief of CT Holdco and the Company, no order has been issued
that such a review take place.
On March 18, 2010, a Replacement Title was issued under the
New Mining Law for each of the Companys Concessions in
Ecuador.
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4.
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Date up
to which Common Shares may be Deposited
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Common Shares which have not already been deposited pursuant to
the Offer may be deposited at the office of the Depositary shown
in the Letter of Transmittal and on the last page of this Notice
of Extension at or prior to 5:00 p.m. (Vancouver time) on
April 28, 2010.
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The Offer may be accepted in accordance with the provisions of
Section 3 of the Original Offer, Manner of
Acceptance.
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6.
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Take-Up
of and Payment for Deposited Common Shares
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If all of the conditions described in Section 4 of the
Original Offer, Conditions of the Offer, have been
satisfied or waived by the Offeror at or prior to the Expiry
Time, as such term has been amended by this Notice of Extension,
the Offeror will take up and pay for Common Shares validly
deposited under the Offer and not properly withdrawn as soon as
practicable but not later than ten days after the Expiry Time.
Any Common Shares taken up will be paid for as soon as possible,
and in any event not later than the earlier of (i) three
business days after they are taken up and (ii) ten days
after the Expiry Time. Any Common Shares deposited under the
Offer after the date on which Common Shares are first taken up
by the Offeror under the Offer but prior to the Expiry Time will
be taken up and paid for not later than ten days after such
deposit. Shareholders should refer to Section 6 of the
Original Offer, Take Up of and Payment for Deposited
Common Shares for details as to the take up of and payment
for Common Shares deposited under the Offer.
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7.
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Withdrawal
of Deposited Common Shares
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Except as otherwise stated in Section 7 of the Original
Offer, Withdrawal of Deposited Common Shares or as
otherwise required by applicable Laws, all deposits of Common
Shares under the Offer are irrevocable. Unless otherwise
required or permitted by applicable Laws, any Common Shares
deposited in acceptance of the Offer may be withdrawn by or on
behalf of the depositing Shareholder:
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(a)
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at any time before the Common Shares have been taken up by the
Offeror under the Offer;
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(b)
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if the Common Shares have not been paid for by the Offeror
within three business days after having been taken up; or
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(c)
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at any time before the expiration of ten days from the date upon
which either:
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(i)
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a notice of change relating to a change which has occurred in
the information contained in the Offer or the Circular, a notice
of change or a notice of variation, that would reasonably be
expected to affect the decision of a Shareholder to accept or
reject the Offer (other than a change that is not within the
control of the Offeror or of an Offeror Affiliate), in the event
that such change occurs before the Expiry Time or after the
Expiry Time but before the expiry of all rights of withdrawal in
respect of the Offer; or
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(ii)
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a notice of variation concerning a variation in the terms of the
Offer (other than a variation consisting solely of an increase
in the consideration offered for the Common Shares where the
Expiry Time is not extended for more than ten days or a
variation consisting solely of a waiver of a condition of the
Offer and any extension of the bid resulting from the waiver, or
both),
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is mailed, delivered or otherwise properly communicated (subject
to abridgement of that period pursuant to such order or orders
or other forms of relief as may be granted by applicable courts
or Governmental Entities) and only if such deposited Common
Shares have not been taken up by the Offeror at the date of the
notice.
Withdrawals cannot be rescinded, and any Common Shares withdrawn
will be deemed not validly deposited for the purposes of the
Offer but may be re-deposited at any subsequent time prior to
the Expiry Time by following any of the procedures described in
Section 3 of the Original Offer, Manner of
Acceptance. Shareholders should refer to Section 7 of
the Original Offer, Withdrawal of Deposited Common
Shares for a description of the procedures for exercising
the right to withdraw Common Shares deposited under the Offer.
Securities legislation of the provinces and territories of
Canada provides Shareholders with, in addition to any other
rights they may have at law, one or more rights of rescission,
price revision or to damages if there is a misrepresentation in
a circular or notice that is required to be delivered to the
Shareholders. However, such rights must be exercised within
prescribed time limits. Shareholders should refer to the
applicable provisions of the securities legislation of their
province or territory for particulars of those rights or consult
a lawyer.
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CERTIFICATE
OF THE OFFEROR
The foregoing, together with the Original Offer and Circular,
contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in the
light of the circumstances in which it was made.
DATED: March 25, 2010
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by
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(Signed)
Dongqing
Li
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by
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(Signed)
Zhaoqi
Wang
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Dongqing Li
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Zhaoqi Wang
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Chief Executive Officer
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Chief Financial Officer
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On behalf of the board of directors
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(Signed)
Shouhua
Jin
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(Signed)
Guobin
Hu
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Shouhua Jin
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Guobin Hu
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Director
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Director
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C-1
CERTIFICATE
OF CT HOLDCO
The foregoing, together with the Original Offer and Circular,
contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in the
light of the circumstances in which it was made.
DATED: March 25, 2010
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by
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(Signed)
Dongqing
Li
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by
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(Signed)
Zhaoqi
Wang
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Dongqing Li
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Zhaoqi Wang
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Chief Executive Officer
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Chief Financial Officer
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On behalf of the board of directors
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(Signed)
Shouhua
Jin
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(Signed)
Guobin
Hu
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Shouhua Jin
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Guobin Hu
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Director
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Director
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C-2
CERTIFICATE
OF TONGLING
The foregoing, together with the Original Offer and Circular,
contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in the
light of the circumstances in which it was made.
DATED: March 25, 2010
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by
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(Signed)
Jianghong
Wei
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by
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(Signed)
Libao
Wang
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Jianghong Wei
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Libao Wang
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Chief Executive Officer
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Chief Financial Officer
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On behalf of the board of directors
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(Signed)
Guotai
Fang
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(Signed)
Xiaowei
Wu
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Guotai Fang
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Xiaowei Wu
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Director
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Director
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C-3
CERTIFICATE
OF CRCC
The foregoing, together with the Original Offer and Circular,
contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in the
light of the circumstances in which it was made.
DATED: March 25, 2010
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by
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(Signed)
Guangfa
Zhao
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by
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(Signed)
Shangbiao
Zhuang
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Guangfa Zhao
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|
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Shangbiao Zhuang
|
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Chief Executive Officer
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Chief Financial Officer
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On behalf of the board of directors
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(Signed)
Yuanchen
Ding
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(Signed)
Jingui
Huo
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Yuanchen Ding
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Jingui Huo
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Director
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Director
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C-4
The Depositary for the Offer is:
DEPOSITARY
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By Mail
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By Registered Mail, by Hand or by Courier
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P.O. BOX 7021
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100 UNIVERSITY AVENUE
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31 ADELAIDE ST E
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9TH FLOOR
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Toronto, ON
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Toronto, ON
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M5C 3H2
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M5J 2Y1
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Attention:
Corporate Actions
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Attention:
Corporate Actions
|
Toll Free (North America):
1-800-564-6253
Overseas:
1-514-982-7555
E-mail:
corporateactions@computershare.com
Facsimile:
1-905-771-4082
The
Information Agent for the Offer is:
INFORMATION
AGENT
100 University Avenue
11th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free Number: 1-866-374-0472
Banks and Brokers Collect Number: 1-212-806-6859
E-mail:
gsproxygroup@gscorp.com
Any questions or requests for assistance or additional copies
of this Notice of Extension, the Original Offer and Circular,
the Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the Depositary or the Information Agent.
Shareholders may also contact their brokers, dealers, commercial
banks, trust companies or other nominees for assistance
concerning the Offer.
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The following exhibits have been filed as part of this Schedule.
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|
|
EXHIBIT
|
|
|
NUMBER
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|
DESCRIPTION
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1.1
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Support Agreement, dated December 28, 2009, by and among Tongling Non-Ferrous
Metals Holdings Co., Ltd., China Railway Construction Corporation Limited,
CRCC-Tongguan Investment Co., Ltd. and Corriente Resources Inc.
1
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1.2
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Form of Lock-Up Agreement.
1
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1.3
|
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Assignment and Assumption Agreement, effective as of January 25, 2010,
between CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada)
Co., Ltd.
2
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|
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1.4
|
|
Notice of CRCC-Tongguan Investment
Co., Ltd., dated February 1, 2010.
2
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1.5
|
|
Press Release, dated March 24,
2010.
|
|
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1
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|
Incorporated by reference to the Schedule 13D filed by
Tongling Nonferrous Metals Group Holdings Co., Ltd, China Railway
Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. on January 7, 2010.
|
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2
|
|
Previously filed on the filing persons
Schedule 14D-1F filed with the SEC on February 2, 2010.
|
PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
1.
|
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Undertakings
|
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a.
|
|
CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
undertake to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by
the Commission staff, information relating to this Schedule or to transactions in said
securities.
|
|
b.
|
|
CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
undertake to disclose in the United States, on the same basis as it is required to make such
disclosure pursuant to applicable Canadian federal and/or provincial or territorial laws,
regulations or policies, or otherwise discloses, information regarding purchases of the
issuers securities in connection with the cash tender or exchange offer covered by this
Schedule. Such information shall be set forth in amendments to this Schedule.
|
|
2.
|
|
Consent to Service of Process
|
|
a.
|
|
A written irrevocable consent and power of attorney on Form
F-X was filed by each of
CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
on February 2, 2010.
|
|
b.
|
|
Any change to the name or address of a registrants agent for service shall be communicated
promptly to the Commission by amendment to Form F-X referencing the file number of the
registrant.
|
PART IV
SIGNATURES
By signing this Schedule, CRCC-Tongguan Investment (Canada) Co., Ltd. consents without power
of revocation that any administrative subpoena may be served, or any administrative proceeding,
civil suit or civil action where the cause of action arises out of or relates to or concerns any
offering made or purported to be made in connection with the filing on this Amendment No. 1 to Schedule 14D-1F or any
purchases or sales of any security in connection therewith, may be commenced against it in any
administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any
state or of the United States by service of said subpoena or process upon CRCC-Tongguan Investment
(Canada) Co., Ltd.s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
|
|
|
Date: March 25, 2010
|
CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD.
|
|
|
By:
|
/s/ Shouhua JIN
|
|
|
|
Name:
|
Shouhua JIN
|
|
|
|
Title:
|
Authorized Representative
|
|
By signing this Schedule, CRCC-Tongguan Investment Co., Ltd. consents without power of
revocation that any administrative subpoena may be served, or any administrative proceeding, civil
suit or civil action where the cause of action arises out of or relates to or concerns any offering
made or purported to be made in connection with the filing on this Amendment No. 1 to Schedule 14D-1F or any purchases
or sales of any security in connection therewith, may be commenced against it in any administrative
tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of
the United States by service of said subpoena or process upon CRCC-Tongguan Investment Co., Ltd.s
designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
|
|
|
Date: March 25, 2010
|
CRCC-TONGGUAN INVESTMENT CO., LTD.
|
|
|
By:
|
/s/ Shouhua JIN
|
|
|
|
Name:
|
Shouhua JIN
|
|
|
|
Title:
|
Authorized Representative
|
|
By signing this Schedule, China Railway Construction Corporation Limited consents without
power of revocation that any administrative subpoena may be served, or any administrative
proceeding, civil suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing on this
Amendment No. 1 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or process upon China
Railway Construction Corporation Limiteds designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
|
|
|
Date: March 25, 2010
|
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
|
|
|
By:
|
/s/ Zhiliang ZHOU
|
|
|
|
Name:
|
Zhiliang ZHOU
|
|
|
|
Title:
|
Authorized Representative
|
|
By signing this Schedule, Tongling Nonferrous Metals Group Holdings Co., Ltd. consents without
power of revocation that any administrative subpoena may be served, or any administrative
proceeding, civil suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing on this
Amendment No. 1 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or process upon
Tongling Nonferrous Metals Group Holdings Co., Ltd.s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
|
|
|
Date: March 25, 2010
|
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
|
|
|
By:
|
/s/ Dongqing LI
|
|
|
|
Name:
|
Dongqing LI
|
|
|
|
Title:
|
Authorized Representative
|
|
|
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