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Baffinland Files Notice of Change to Directors' Circulars and Adopts Shareholder Rights Plan

12/21/2010

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TORONTO, ONTARIO--(Marketwire - Dec. 21, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Baffinland Iron Mines Corporation (TSX:BIM) (the "Company") today announced that it has filed a Notice of Change (the "Notice of Change") on SEDAR (available at www.sedar.com) in connection with:

--  responding to the amended offer by ArcelorMittal to purchase all of the
issued and outstanding Common Shares of Baffinland for $1.25 in cash per
Common Share and all of the outstanding 2007 Warrants for $0.10 in cash
per 2007 Warrant, upon the terms and subject to the conditions set forth
in ArcelorMittal's Offer and accompanying take-over bid circular dated
November 12, 2010, as amended and supplemented by a notice of variation
and extension dated December 18, 2010 (the "Amended ArcelorMittal
Offer"); and

-- responding to the unsolicited offer by Nunavut Iron Ore Acquisition Inc. ("Nunavut") to purchase 50.1% of the Common Shares (calculated on a fully diluted basis) upon the terms and subject to the conditions set forth in Nunavut's Offer and accompanying take-over bid circular dated
September 22, 2010, as amended and supplemented by notices of variation
and extension dated October 28, 2010, November 8, 2010, November 22,
2010
, December 2, 2010, December 13, 2010 and December 15, 2010 (the
"Amended Nunavut Offer").


The Company intends to mail the Notice of Change to all securityholders of the Company on December 21, 2010.

Board of Directors Recommendation

The Board of Directors recommends that securityholders ACCEPT the Amended ArcelorMittal Offer and TENDER their Common Shares and 2007 Warrants to the Amended ArcelorMittal Offer and to REJECT the Amended Nunavut Offer and NOT TENDER their Common Shares to the Amended Nunavut Offer for the following principal reasons:

--  The Amended ArcelorMittal Offer is for 100% of the Common Shares and
    2007 Warrants and represents a 13.6% premium to the original
    ArcelorMittal Offer.

--  The Amended Nunavut Offer is a partial offer that is structurally
    coercive and its value is highly uncertain.

--  The value of the 2% Royalty offered to remaining Shareholders as part of
    the Amended Nunavut Offer is vague and subject to numerous unstated
    assumptions.

--  If successful, the Amended Nunavut Offer will have an adverse effect on
    the liquidity of the Common Shares.

--  The Amended Nunavut Offer is highly conditional.

--  Nunavut has made abusive acquisitions of Common Shares.

-- All of the directors and officers of Baffinland and Baffinland's largest
shareholder, Resource Capital Funds, have entered into Lock-Up
Agreements with ArcelorMittal and tendered their Common Shares and 2007
Warrants to the Amended ArcelorMittal Offer.

-- The Board of Directors has preserved the ability to respond to
unsolicited Superior Proposals.


A full description of the reasons for the recommendation of the Board of Directors can be found in the Notice of Change, available at www.sedar.com.

Shareholder Rights Plan

The Company also announced that its Board of Directors has approved the adoption of a shareholder rights plan, subject to TSX acceptance.

Baffinland is a Canadian publicly-traded junior mining company that is focused on its wholly-owned Mary River iron ore deposits located on Baffin Island, Nunavut Territory, Canada. Baffinland's shares trade on the Toronto Stock Exchange under the trading symbol BIM.

FOR FURTHER INFORMATION:

Please visit the Baffinland website at www.baffinland.com, e-mail info@baffinland.com.

This press release contains certain information that may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to management's future outlook and anticipated events or results, and may include statements or information regarding the future plans or prospects of the Company. Without limitation, statements about the Company's interpretation of its completed magnetic survey, including related statements about the planned release of additional assay results and metallurgical testing results, statements about the continuation of the Company's exploration program including plans relating to additional mapping, more comprehensive sampling, drilling on any of the properties comprising the Company's Mary River Project and metallurgical testing and statements about the Company's potential resources are forward-looking information.

Forward-looking information is based on certain factors and assumptions regarding, among other things, expected mineral resources, iron ore prices, the timing and amount of future exploration expenditures, the estimation of additional capital requirements, the availability of necessary financing and materials, the receipt of necessary regulatory approvals, the feasibility of constructing and operating a direct-shipping iron ore mine at the Company's Mary River project and assumptions with respect to environmental risks, title disputes or claims, weather conditions and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward looking-information is subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what is currently expected. These factors include risks inherent in the exploration for and development of mineral deposits, risks relating to changes in iron ore prices and changes in the worldwide demand for and supply of iron ore, uncertainties inherent in the estimation of mineral reserves and resources, risks relating to the remoteness of the Mary River Property including access and supply risks, reliance on key personnel, construction and operational risks inherent in the conduct of mining activities, regulatory risks, including risks relating to the acquisition of necessary licenses and permits, financing, capitalization and liquidity risks, including the risk that the financing required to fund all currently planned exploration and related activities may not be available on satisfactory terms, or at all, environmental risks and insurance risks.

You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, the Company is under no obligation and does not undertake to update this information at any particular time, except as required by law.

FOR FURTHER INFORMATION PLEASE CONTACT:
Baffinland Iron Mines Corporation Daniella Dimitrov Vice-Chair 416-814-3172 info@baffinland.com www.baffinland.com Drysdale Forstner Hamilton Public Affairs Bruce Drysdale or Gord Forstner
416-206-0188

Phoenix Advisory Partners Toll Free 1-800-503-9445 (English or French) Outside North America, Bankers and Brokers Call Collect
416-385-6020
contactus@phoenixadvisorypartners.com Source: Baffinland Iron Mines Corporation

© 2007 Baffinland Iron Mines Corporation