AMG affiliate Timminco converts repayment liability into equity

AMSTERDAM, NETHERLANDS, Mar 24, 2010 - AMG Advanced Metallurgical Group N.V.'s 42.5% owned affiliate, Timminco Limited announced it has agreed with Q-Cells SE, a solar grade silicon customer of Timminco's wholly-owned subsidiary Becancour Silicon Inc. ("Becancour"), to issue approximately 15.9 million common shares of Timminco as full and final settlement of substantially all of the outstanding liability of approximately EUR9.7 million currently due to Q-Cells under the repayment schedule agreed upon in May 2009 (the "Repayment Liability"). Upon completion of the issuance of the common shares, which represent just under 10% of Timminco's current issued and outstanding shares, the balance of the Repayment Liability will be approximately EUR0.5 million. Timminco has also agreed with Q-Cells that this amount will be fully repaid in cash during 2010.
The Repayment Liability originally resulted from the settlement of claims in May 2009 relating to the termination of long-term supply contracts signed with Q-Cells in 2008, including repayment of approximately EUR8.8 million of the outstanding deposits received by Becancour at that time and which were repayable upon termination of those contracts. Under the terms of the Repayment Liability, Becancour was required to repay the principal and accrued interest on such deposits in quarterly installments throughout 2010 and to pay interest at 12% on a monthly basis on the outstanding amount. No cash payments have been made to date in respect of the Repayment Liability.
The issuance of the common shares to Q-Cells, which is on a private placement basis at a price of C$0.80 per share, is subject to receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange. The closing of the transaction is expected to occur on or about March 26, 2010. All common shares issued to Q-Cells will be subject to a four-month hold period, effective from the date of issuance.
The remaining cash repayment will be evidenced by a promissory note issued to Q-Cells in the amount of EUR525,000. The note will be a direct, unsecured obligation of Timminco, payable in nine equal monthly installments starting April 30, 2010 with the final payment due on December 31, 2010.