|
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 15, 2009) - Imperial Metals
Corporation (TSX:III) is pleased to announce that Selkirk Metals Corp. ("Selkirk")
has signed a definitive agreement (the "Agreement") under
which Imperial will acquire all of the issued and outstanding shares of
Selkirk (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.
Imperial and Selkirk 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.
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 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"
(summarized in Selkirk News Release 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" (summarized in Selkirk News
Release September 2, 2009).
For further information on Selkirk Metals Corp. please contact Gordon
Keevil, President at 604-687-2038 or visit their website at www.selkirkmetals.com.
|