Frontera Copper Corporation

Published : February 04th, 2009

Enters Into Definitive Agreement in Support of Southern Copper Corporation's Cash Offer of $0.65 Per

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News Release Wednesday, February 04, 2009
Frontera Copper Enters Into Definitive Agreement in Support of Southern Copper Corporation's Cash Offer of $0.65 Per Share

Toronto and Phoenix, AZ - February 4, 2009 - Frontera Copper Corporation (FCC:TSX, FCC.NT:TSX, FCC.NT.A:TSX) ("Frontera" or the "Company") today announced that it has entered into a support agreement with Southern Copper Corporation ("SCC") under which SCC has agreed to offer to acquire all of the issued and outstanding shares of the Company by way of a negotiated take-over bid at a price of $0.65 per share in cash (the "Offer"). The transaction values Frontera's equity at approximately $42 million.

The $0.65 per share cash consideration under the Offer represents a 10% premium over the price offered by Invecture Group, S.A. de C.V. ("Invecture") pursuant to Invecture's unsolicited take-over bid announced on December 3, 2008. The Offer also represents (i) a 38% premium over the closing price for Frontera shares on the trading day prior to the announcement of Invecture's take-over bid and (ii) a 12% premium over the closing price of $0.58 for Frontera shares on February 3, 2009.

As previously announced, the Company retained RBC Capital Markets and Beach, Hepburn LLP as its financial and legal advisors, respectively, to assist in the examination and consideration of various corporate strategic alternatives, including the evaluation of all prospective purchase offers that may be received for the Company. Completion of the process of identifying and engaging other potential acquirers resulted in the unanimous determination by the Company's Board of Directors that under present economic conditions, acceptance of the Offer is in the best interest of all shareholders of the Company. RBC Capital Markets has also provided an opinion to the Board of Directors that the consideration to be received by the shareholders under the Offer is fair, from a financial point of view, to shareholders of Frontera. As such, the Board unanimously recommends that Frontera shareholders accept the Offer and withdraw any previous tenders to the Invecture offer.

The support agreement provides for, among other things, a non-solicitation covenant from Frontera, the right of Frontera under certain circumstances to terminate the agreement in favor of an unsolicited superior proposal for Frontera, SCC's right to match any superior proposal and for the payment to SCC under certain circumstances of a termination fee of $2.1 million.

The Offer is conditional on the deposit to the Offer of at least 66 2/3% of the outstanding Frontera shares, as well as the receipt of any necessary regulatory approvals and satisfaction or waiver of other customary conditions. A take-over bid circular containing the terms of the Offer is expected to be filed on SEDAR on February 6, 2009, but in any event no later than February 13, 2009.

ABOUT SOUTHERN COPPER CORPORATION

Southern Copper Corporation is one of the largest integrated copper producers in the world and has the largest copper reserve of any listed company. It is a NYSE and Lima Stock Exchange (LSE) listed company that is 79.2% owned by Grupo Mexico, a Mexican company listed on the Mexican stock exchange. The remaining 20.8% ownership interest is held by the international investment community. SCC operates mining units and metallurgical facilities in Mexico and Peru and conducts exploration activities in Mexico, Peru and Chile.

ABOUT FRONTERA COPPER CORPORATION

Frontera Copper Corporation is a Canadian mining, development and exploration company whose principal activity is the production of copper cathode from the Piedras Verdes run-of-mine heap-leach copper operation in Sonora, Mexico.

For further information, please see Frontera Copper's website at www.fronteracopper.com or contact:

Rodney Prokop
Vice President, Investor Relations
(602) 424-5483
ir@fronteracopper.com

Alan Edwards
President and Chief Executive Officer
(602) 424-5488

<

Frontera Copper Corporation

DEVELOPMENT STAGE
CODE : FCC.TO
CUSIP : 359043106
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Frontera Copper is a copper producing company based in Canada.

Frontera Copper holds various exploration projects in Mexico.

Its main asset in development is PIEDRAS VERDES in Mexico and its main exploration property is CERRO CHATO in Mexico.

Frontera Copper is listed in Canada and in United States of America. Its market capitalisation is CA$ 47.7 millions as of today (US$ 41.0 millions, € 30.6 millions).

Its stock quote reached its highest recent level on December 31, 2007 at CA$ 7.86, and its lowest recent point on October 31, 2008 at CA$ 0.22.

Frontera Copper has 64 518 000 shares outstanding.

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Nominations of Frontera Copper Corporation
12/1/2008Announces the Appointment of Hugh Snyder as Chairman of the ...
3/24/2008 Announces The Appointment Of Rodney Prokop As Vice Presiden...
8/14/2007ANNOUNCES THE APPOINTMENT OF ALAN EDWARDS AS PRESIDENT AND C...
5/28/2007Executive Appointments
Financials of Frontera Copper Corporation
11/12/2008Reports on Financial Results and Operational Performance for...
8/7/2008Reports on Financial Results and Operational Performance for...
5/15/2008Reports on Financial Results and Operational Performance for...
3/20/2008 Reports Annual and Fourth Quarter 2007 Results
9/24/2007FRONTERA COPPER REPORTS CASH BALANCES OF $55 MILLION AND PRO...
5/15/2007REPORTS FIRST QUARTER 2007 RESULTS
Project news of Frontera Copper Corporation
7/21/2008(Piedras Verdes)Provides Update on Operations
1/15/2008(Piedras Verdes) Updates 2007 Production Guidance, Reports an Increase in Or...
Corporate news of Frontera Copper Corporation
2/16/2009Board of Directors Unanimously Recommends That Shareholders ...
2/4/2009Enters Into Definitive Agreement in Support of Southern Copp...
1/22/2009Announces a Reduction in its Estimate of Recoverable Copper ...
12/22/2008Provides Update on Operations
12/19/2008Announces Waiver of Application of Shareholder Rights Plan
12/18/2008Board of Directors Recommends Rejection of Unsolicited Offer...
12/12/2008Announces Effect of Share Acquisition by Invecture Group on ...
12/3/2008Responds To Unsolicited Offer From Invecture Group
12/2/2008RETAINS RBC CAPITAL MARKETS AS FINANCIAL ADVISOR
11/28/2008and Invecture Group, S.A. de C.V.
5/5/2008Comments On Recent Developments Affecting Its Primary Suppli...
1/22/2008Reduces Hedging Program
4/24/2007OPERATIONS AND CORPORATE UPDATE
3/29/2007Reports Year End 2006 Results and Outlook for 2007
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