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Press release from CNW Group

5N Plus Files a Claim Against Former Shareholders of MCP Group SA

Friday, December 21, 2012

5N Plus Files a Claim Against Former Shareholders of MCP Group SA17:00 EST Friday, December 21, 2012MONTREAL, Dec. 21, 2012 /CNW Telbec/ - 5N PlusInc. (TSX: VNP) (the "Company"), the leading producer of specialty metal and chemical products, filed today its Answer to the request for arbitration (the "Answer") filed on November 6, 2012 by Florinvest SA, Heresford Ltd, Metals Corp SCRC and SRIW SA (the "Vendors") which are all former shareholders of MCP Group SA ("MCP").5N Plus acquired 100% of MCP on April 11, 2011 from the Vendors and other former shareholders of MCP (see news release dated April 11, 2011).BackgroundOn November 6, 2012, the Vendors filed a request for arbitration (the "Arbitration") against the Company, claiming that it misinterpreted the terms of the Acquisition Agreement entered into with them on February 26, 2011 with respect to the calculation of interests owed on the sums payable after closing.The Answer to the request The Company opposes the position taken by the Vendors with respect to the method of calculating interest.Together with the Answer, 5N Plus Inc. has also filed today a counterclaim in the Arbitration, as it has discovered that the Vendors have breached the terms of the Acquisition Agreement, and certain other related agreements, including breaches with respect to representations and warranties made by the Vendors and breaches of closing conditions.The Company and MCP have also sent today notices of default to the former directors of MCP holding them personally liable for any and all damages caused by any faults or tortuous acts committed by them acting as directors of MCP or in any other capacity.The total amount of damages which the Company has incurred to date is provisionally estimated at an amount which is significantly higher than the balance of the sums allegedly owed under the terms of the Acquisition Agreement and other related documents.Furthermore, the Company intends to be fully indemnified by the Vendors and the former directors of MCP for any damage in excess of the balance of the sums owed under the terms of the Acquisition Agreement and other related documents. Thus, the Company has no intention of making any payments under the balance of the sums owed under the terms of the Acquisition Agreement and other related documents until the Arbitration and any other judicial proceedings are resolved.About 5N Plus Inc.5N Plus is the leading producer of specialty metal and chemical products. Fully integrated with closed-loop recycling facilities, the Company is headquartered in Montreal, Québec, Canada and operates manufacturing facilities and sales offices in several locations in Europe, the Americas and Asia. 5N Plus deploys a range of proprietary and proven technologies to produce products which are used in a number of advanced pharmaceutical, electronic and industrial applications. Typical products include purified metals such as bismuth, gallium, germanium, indium, selenium and tellurium, inorganic chemicals based on such metals and compound semiconductor wafers. Many of these are critical precursors and key enablers in markets such as solar, light-emitting diodes and eco-friendly materials.Forward-Looking Statements and DisclaimerThis press release may contain forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of historical facts contained in this press release are forward-looking information. Such statements and information may be identified by words such as "about", "approximately", "may", "believes", "expects", "will", "intends", "should", "plans", "predicts", "potential", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof or other comparable terminology. Forward-looking statements are based on the best estimates available to 5N Plus at this time and involve known and unknown risks, uncertainties and other factors that may cause 5N Plus' actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A description of the risks affecting 5N Plus' business and activities appears under the heading "Risks and Uncertainties" in Management's Discussion and Analysis for the fiscal year ended December 31, 2011 available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that 5N Plus will derive there from. In particular, no assurance can be given as to the future financial performance of 5N Plus. The forward-looking information contained in this press release is made as of the date hereof and 5N Plus undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws. The reader is warned against placing undue reliance on these forward-looking statements.SOURCE: 5N PLUS INC.For further information: Jean Mayer Director, Legal Affairs & Corporate secretary 5N Plus Inc. (514) 856-0644 x6178 invest@5nplus.com