International Minerals to be acquired by Hochschild Mining Mittwoch, 02. Oktober 2013 - 07:22

NEWS RELEASE 

International Minerals to be acquired by Hochschild Mining

Scottsdale, Arizona, October 1, 2013 - International Minerals Corporation
(Toronto and Swiss stock exchanges 'IMZ': the 'Company' or 'IMZ') announces
that it has entered into a binding arrangement agreement (the 'Arrangement
Agreement') with Hochschild Mining plc. ('Hochschild') pursuant to which
Hochschild will acquire IMZ, primarily for IMZ's 40% interest in the
jointly-owned (Hochschild 60%) Peruvian assets: the Pallancata silver mine
and the Inmaculada gold-silver development project.

Hochschild will acquire all of the issued and outstanding shares of IMZ
(other than those that it already owns) by way of a court-approved Plan of
Arrangement under the Business Corporations Act (Yukon).

Pursuant to the Arrangement Agreement, each IMZ shareholder (other than
Hochschild in respect of the cash) will receive consideration comprising:

  - US$2.38 (approximately C$2.46) per common share in cash; and

  - One common share of a new Canadian company ('SpinCo') for each common
    share of IMZ.

The following non-Peruvian assets and liabilities of IMZ will be
transferred to SpinCo at closing:

  - IMZ's remaining cash and receivables (estimated at approximately US$58
    million); and

  - IMZ's non-Peruvian (primarily Nevada, USA) subsidiaries and related
    liabilities.

Commenting on the signing of the Arrangement Agreement, IMZ President/CEO,
Stephen Kay, said: 'The IMZ Board believes that the transaction is a
'win-win' situation for both companies and their respective shareholders.
The IMZ shareholders receive a significant cash component per share and
retain future upside growth potential with a well-funded new company,
SpinCo, and its advanced Gemfield gold project in mining-friendly Nevada.
From Hochschild's perspective, the transaction results in their increasing
their ownership from 60% to 100% in two of their key precious metal assets
in Peru'.

SpinCo is incorporated in British Columbia, Canada and will apply to list
its shares on a Canadian stock exchange. Any listing will be subject to
meeting the initial listing requirements of such stock exchange and there
can be no assurance as to if or when the SpinCo shares will be listed.

It is intended that IMZ will de-list from the Toronto Stock Exchange (TSX)
and the SIX Swiss Exchange and will cease to be quoted on the Open Market
(Regulated Unofficial Market) of the FWB Frankfurter Wertpapierbörse (the
Frankfurt Stock Exchange) and various other stock exchanges in Germany upon
closing of the transaction.

IMZ retained Paradigm Capital, an independent Canadian investment bank, to
prepare a formal valuation of both IMZ and SpinCo (under the guidelines of
Canadian Multilateral Instrument 61-101) and a Fairness Opinion with
respect to the overall transaction. Paradigm concluded that the
consideration to be received under the Arrangement Agreement is fair, from
a financial point of view, to the shareholders of IMZ (other than
Hochschild and its affiliates).

Combining the cash consideration to be paid by Hochschild of US$2.38 per
share (approximately C$2.46) with the Fair Market Value per share for
SpinCo's assets (Nevada properties and cash) estimated by Paradigm as
ranging from C$0.58 to C$0.85 per share, the transaction represents total
consideration (cash and SpinCo) of approximately C$3.04 - C$3.31 per share.
This value range represents a 15% - 25% premium to IMZ's spot price of
C$2.65 and a 24% - 35% premium over IMZ's 20-day volume weighted average
price ('VWAP') on the TSX of C$2.46.

The Company's Board of Directors has unanimously determined that the
Arrangement Agreement is fair to IMZ shareholders and recommends that IMZ
shareholders vote in favor of the transaction at the 2013 annual and
special meeting of shareholders expected to be held in late November or
early December. A Management Information Circular will be distributed to
IMZ shareholders of record in October and it is anticipated that the
transaction, if approved, will close prior to the end of the year.

Approval of the transaction will require the favorable vote of at least
two-thirds of IMZ securityholders who vote in person (or by proxy). In
addition, Canadian securities law requires minority shareholder approval
for the transaction, which means that a simple majority of the IMZ
shareholders that vote (excluding Hochschild's 3.76 million shares and any
other shares of any other shareholders to be excluded pursuant to
applicable Canadian securities laws) is also required. To date, voting
agreements have been obtained with all of the IMZ directors, officers and
senior management representing (in total) 2.4% of the outstanding shares of
the Company on a non-diluted basis, to vote their shares in favor of the
transaction. Taken together with Hochschild's 3.76 million shares of IMZ,
these voting agreement shares represent 5.6% of the outstanding shares on a
non-diluted basis. Further, following the public announcement of this
proposed transaction, IMZ has undertaken to obtain support for the
transaction by obtaining signed voting agreements from non-management
shareholders. Hochschild also requires shareholder approval for the
transaction under UK Listing Rules and Hochschild's majority shareholder
has entered into a voting agreement to vote in favor of the transaction.

Completion of the Plan of Arrangement is subject to other customary
conditions including the approval of the Supreme Court of the Yukon and
Toronto Stock Exchange approval of the listing of the SpinCo shares. In
addition, the transaction remains subject to the Swiss Take-Over Board's
final and binding confirmation that the transaction is exempt from Swiss
take-over laws.

The Arrangement Agreement includes customary deal protection provisions,
including a US$10 million termination fee payable by either party in
certain circumstances and a right of Hochschild to match a competing
superior proposal.

About International Minerals Corporation:

International Minerals Corporation is a Canadian public company
headquartered in Scottsdale, Arizona, with interests in gold and silver
properties, both producing and under development, in Peru and the USA. The
company currently is listed on the Toronto and Swiss Stock exchanges under
the symbol 'IMZ'. 117,636,376 common shares are issued and outstanding.
3,755,746 shares (3.2%) are owned by Hochschild.

About Hochschild Mining plc: 

Hochschild Mining plc is a leading precious metals company listed on the
London Stock Exchange (HOCM.L / HOC LN) with a primary focus on the
exploration, mining, processing and sale of silver and gold. Hochschild has
almost fifty years' experience in the mining of precious metal epithermal
vein deposits and currently operates four underground epithermal vein
mines, three located in southern Peru and one in southern Argentina.
Hochschild also has numerous long-term projects throughout the Americas.

Hochschild Mining plc does not accept any responsibility for the adequacy
or inadequacy of the disclosure made in this news release and any such
responsibility is hereby disclaimed in all respects.

A conference call will be held at 08.00am (PST), 11.00am (EST), 4.00pm
(GMT), 5.00pm (CET) on Wednesday, October 2, 2013 for analysts and
investors.

Dial-in details for Conference Call: 
Toll free (US & Canada):     1-888-395-3227
Toll free (Germany):   0-800-181-3124
Toll free (Switzerland):   0-800-563-574
Toll free (United Kingdom):  0-800-404-7655
International Toll (Europe & others):      1-719-325-2323
Conference ID:              1073189

For additional information, contact: 

In North America: 
Paul Durham, 
VP Corp Relations 
Tel: +1 203 883 8358 

Robert Thaemlitz 
Renmark Financial Communications 
Tel: +1 514 939 3989 

In Europe: 
Oliver Holzer 
Marketing Consultant 
Tel: +41 44 853 00 47

Or email the Company at: Information@intlminerals.com                     
Web Site: http://www.intlminerals.com

Cautionary Statements:                    

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 the Arrangement Agreement with Hochschild.
Factors that could cause actual results to differ materially from
anticipated results include risks and uncertainties such as: uncertainties
relating to risks that could delay or cause termination of a complex
business transaction, including lack of shareholder or regulatory approvals
and adverse changes in metal prices; and other risks and uncertainties
detailed in the Company's Annual Information Form for the year ended June
30, 2013, 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.