Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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99.1
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Joint Press Release, dated December 5, 2012
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Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements concerning the proposed transactions with PXP and MMR, the financial and business impact of such transactions, managements beliefs and objectives
with respect thereto, and managements current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical
facts. The words anticipates, may, can, plans, believes, estimates, expects, projects, intends, likely, will,
should, to be, and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations and financial condition of FCX, MMR, PXP or of the combined company. These forward-looking statements involve significant risks and uncertainties that could cause actual results to
differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate either or both of the proposed transactions, the timing of consummation of either or both of the
proposed transactions, the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated, the ability of FCX to integrate the acquired operations, the ability to implement the anticipated business
plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in
the documents filed with the Securities and Exchange Commission (the SEC) by FCX, MMR and PXP from time to time, including their respective Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K. The
forward-looking statements including in this press release are made only as of the date hereof. None of FCX, MMR or PXP undertakes any obligation to update the forward-looking statements included in this press release to reflect subsequent events or
circumstances.
Additional Information about the Proposed Transactions and Where to Find It
PXP Transaction
In connection
with the proposed transaction, FCX intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of PXP that also constitutes a prospectus of FCX. FCX and PXP also plan to file other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by FCX and PXP with the SEC at the SECs website at www.sec.gov. In addition, you will be able to obtain free copies of the
registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of FCX or PXP at the following:
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Freeport-McMoRan Copper & Gold Inc.
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Plains Exploration & Production Company
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333 N. Central Ave.
Phoenix,
AZ 85004
Attention: Investor Relations
Phone: (602) 366-8400
Email:
ir@fmi.com
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700 Milam, Suite 3100
Houston, TX 77002
Attention: Investor
Relations
Phone: (713) 579-6000
Email: investor@pxp.com
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FCX and PXP and their respective directors and executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about FCXs directors and executive officers is available in FCXs proxy statement dated April 27, 2012 for its 2012 Annual
Meeting of Stockholders. Information about PXPs directors and executive officers is available in PXPs proxy statement dated April 13, 2012 for its 2012 Annual Meeting of Stockholders. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when
they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from FCX or PXP using the sources
indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
MMR Transaction
In connection with the proposed transaction, the royalty trust formed in connection with the transaction will file with the SEC a registration statement on Form S-4 that will include a proxy statement of
MMR that also constitutes a prospectus of the royalty trust. FCX, the royalty trust and MMR also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (if and when it becomes available) and other relevant
documents filed by FCX, the royalty trust and MMR with the SEC at the SECs website at www.sec.gov. In addition, you will be able to obtain free copies of these documents by phone, e-mail or written request by contacting the investor relations
department of FCX or MMR at the following:
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Freeport-McMoRan Copper & Gold Inc.
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McMoRan Exploration Company
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333 N. Central Ave.
Phoenix, AZ 85004
Attention: Investor Relations
Phone: (602) 366-8400
Email: ir@fmi.com
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1615 Poydras St.
New
Orleans, LA 70112
Attention: Investor Relations
Phone: (504) 582-4203
Email: ir@fmi.com
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FCX and MMR and their respective directors and executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about FCXs directors and executive officers is available in FCXs proxy statement dated April 27, 2012 for its 2012 Annual
Meeting of Stockholders. Information about MMRs directors and executive officers is available in MMRs proxy statement dated April 27, 2012 for its 2012 Annual Meeting of Stockholders. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when
they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from FCX or MMR using the sources
indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.