Frontera Copper has entered into a support agreement with Southern Copper Corp (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/share. The transaction values Frontera’s equity at approximately $42 million. SCC is one of the largest integrated copper producers in the world and has the largest copper reserve of any listed company. Frontera 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.

SCC is an NYSE and Lima Stock Exchange 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.

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.