TIDMGFM 
 
RNS Number : 1416Q 
Griffin Mining Ld 
03 April 2009 
 

 
 
60 St James's Street, London SW1A 1LE, United Kingdom 
Telephone: + 44 (0)20 7629 7772 Facsimile: + 44 (0)20 7629 7773 
E mail: griffin@griffinmining.com 
 
 
3rd April 2009 
 
 
Griffin withdraws proposed takeover for Ivernia Inc 
Griffin Mining Limited ("Griffin") has withdrawn its proposed takeover of 
Ivernia Inc ("Ivernia") as a result of actions taken by the board of Ivernia 
which have resulted in the current and future control of Ivernia being delivered 
to a related party with latent massive dilution of its share capital without the 
approval of Ivernia's shareholders or allowing the shareholders to be given the 
opportunity to consider a number of alternative proposals put forward by 
Griffin. 
 
The completion of a momentous alteration in the terms of Ivernia's 
convertible debt and other related transactions were permitted to proceed on the 
basis of the Toronto Stock Exchange's (the "TSX") decision to grant Ivernia an 
exemption from TSX minority shareholder approval requirements for non-arm's 
length transactions and for transactions exceeding specified levels of dilution 
under TSX rules. Under the transaction, Ivernia's largest shareholder and an 
insider, Sentient Global Resources Fund II LP, was issued secured convertible 
notes (the "Notes") where (1) the conversion price was reduced from $1.08 to 
$0.11 per share thereby entitling it to acquire 199.1 million shares, 
representing approximately 111% of the current outstanding shares of Ivernia and 
effective control; (2) the term was extended by 4 years to expire in 2013; (3) 
the interest payable was increased from 6% to 8% per annum; (4) the Notes become 
due and payable on any "change of control" of Ivernia; (5) Sentient assumed 
effective operational control over Ivernia's wholly owned operating subsidiary, 
Magellan Metals Pty. Ltd. (6).the Notes are non-redeemable by the Company;(7) 
the strike price of the Notes contains a  death-spiral type of conversion 
feature such  that if new shares are subsequently issued at a price lower than 
the stated $0.11 conversion price, the conversion price will be lowered for the 
Notes to that issue price. The same mechanism is not included if Ivernia 
subsequently issues shares at a higher price.  The inevitable conclusion of such 
a one sided Note issue is the effective entrenchment of Sentient as the 
controlling shareholder of Ivernia. 
Ivernia's application for exemption from shareholder approval requirements was 
made on the basis of "financial hardship" notwithstanding (a) that Sentient 
itself was the major creditor of Ivernia imposing the "financial hardship"; (b) 
that Griffin had advised of its intention to make an offer to purchase all of 
the outstanding shares of Ivernia at a 25% premium to market and had indicated 
it would refinance Ivernia on the same basis as Sentient but at a 36.4% premium 
to the conversion price offered by Sentient in the Notes;and (c) Griffin had 
made a separate unconditional offer to Ivernia to subscribe for 125 million 
shares at C$0.12 share and purchase all the outstanding Notes to solve the 
financial hardship claimed by the directors of Sentient. 
The defensive takeover provision and the death spiral conversion feature were 
not disclosed in Ivernia press releases or material change reports, and the 
extent of Sentient's ownership upon conversion of the Notes was not disclosed in 
Sentient's early warning filings.  It is interesting to note that the 
representative of Sentient on the board of Ivernia makes up one of the three 
members of the Corporate Governance Committee. 
 
 
Further information 
 
 
+----------------------------------------+----------------------------------+ 
| Mladen Ninkov - Chairman               | Telephone: +44(0)20 7629 7772    | 
+----------------------------------------+----------------------------------+ 
| Roger Goodwin - Finance Director       |                                  | 
+----------------------------------------+----------------------------------+ 
| Griffin Mining Limited                 |                                  | 
+----------------------------------------+----------------------------------+ 
|                                        |                                  | 
+----------------------------------------+----------------------------------+ 
| Jos Simson/ Leesa Peters               | Telephone: +44 (0) 20 7429 6603  | 
+----------------------------------------+----------------------------------+ 
| Conduit PR Ltd                         | Mobile:  + 44(0) 7899 870 450    | 
+----------------------------------------+----------------------------------+ 
 
 
Griffin Mining Limited's shares are quoted on the Alternative Investment Market 
(AIM) of the London Stock Exchange (symbol GFM). 
The Company's news releases are available on the Company's web site: 
www.griffinmining.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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