Selkirk Metals Corp.: Arrangement Agreement With Imperial Metals Corporation Signed
15 Settembre 2009 - 1:00PM
Marketwired Canada
Selkirk Metals Corp. ("Selkirk") (TSX VENTURE:SLK) is pleased to announce that
Imperial Metals Corporation ("Imperial") (TSX:III) has completed its due
diligence and Selkirk has signed a definitive agreement (the "Agreement") under
which Imperial will acquire all of the issued and outstanding shares of Selkirk
(the "Transaction").
The Transaction
Under the terms of the Agreement, each holder of common shares of Selkirk (other
than holders exercising dissent rights) may elect to receive either $0.12 cash
for every share of Selkirk held, or one common share of Imperial for every 30
shares of Selkirk held. If no election is made by a Selkirk shareholder, such
holder will be deemed to have elected to receive cash.
Imperial shall not be required to issue more than 2,200,000 of its common shares
in connection with the Transaction. If elections made by Selkirk shareholders
would result in the issuance of more than 2,200,000 common shares of Imperial,
such number of Imperial common shares will be allocated among such electing
holder on a pro-rata basis, with the balance of the consideration payable in
cash.
Selkirk and Imperial anticipate that the Transaction will be carried out by way
of a statutory plan of arrangement whereby Imperial will acquire all of the
issued shares of Selkirk and Selkirk will become a wholly-owned subsidiary of
Imperial.
The completion of the Transaction is subject to a number of conditions,
including: the approval of the Supreme Court of British Columbia to the Plan of
Arrangement; approval of the Selkirk shareholders at a special meeting of
Selkirk shareholders to consider the Transaction, to be held on October 30,
2009; not more than 10% of the Selkirk shares exercising their right to dissent
to the Transaction; and approval of the Transaction by the TSX Venture Exchange
and the Toronto Stock Exchange and any other applicable regulatory authorities.
There is no certainty that the Transaction will be completed as presently
contemplated, or at all.
Pursuant to the terms of the Agreement, Imperial will issue options to holders
of all of Selkirk's outstanding options that provide for rights to acquire
common shares of Imperial comparable to those previously held to acquire shares
of Selkirk, with such necessary adjustments to reflect the exchange ratio
described above.
Subject to the completion of the above conditions, the Transaction is expected
to be completed in November 2009.
About Selkirk
Selkirk is a Vancouver based mineral exploration and development company with a
large portfolio of exploration properties predominantly in British Columbia.
Since it commenced operations Selkirk has focused on the exploration and
development of the Ruddock Creek Zinc/lead project and the Catface copper
project. Both properties have a defined resource and development potential.
Selkirk recently issued a NI 43-101 compliant resource report entitled "Mineral
Resource Estimate Ruddock Creek Project - Kamloops Mining Division, British
Columbia", as summarized in the news release dated July 20, 2009. Selkirk also
recently filed a NI 43-101 compliant resource report for the Cliff Zone on the
Catface Project, entitled "Mineral Resource Estimate Catface Copper Project -
Alberni Mining Division, Vancouver Island, British Columbia" as summarized in
the Company's news release of September 2, 2009.
About Imperial
Imperial is a mine development and operating company based in Vancouver, British
Columbia. Imperial's key properties are the Mount Polley open pit copper/gold
producing mine in central British Columbia, the Huckleberry open pit
copper/molybdenum producing mine in northern British Columbia, the development
stage Red Chris property in northwest British Columbia, and the development
stage Sterling gold property in southwest Nevada.
SELKIRK METALS CORP.
Gordon Keevil, President and CEO
This release includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 or "forward-looking information" within the
meaning of Canadian securities laws. All statements in this release, other than
statements of historical facts, that address future production, reserve
potential, exploration and development activities and events or developments
that the Company expects, are forward-looking statements. Although management
believes the expectations expressed in such forward looking statements are based
on reasonable assumptions, such statements are not guarantees of future
performance, and actual results or developments may differ materially from those
in the forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include market
prices, exploration and development successes, continued availability of capital
and financing, and general economic, market or business conditions. Please see
our public filings at www.sedar.com for further information.
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