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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 4, 2011) - Imperial Metals
Corporation (TSX:III), American Bullion
Minerals Ltd., ("ABML") and Red Chris Development Company
Ltd. ("RCDC") (collectively, the "Parties") are
pleased to announce they have signed a definitive agreement (the
"Agreement") under which RCDC will acquire all of the issued
and outstanding common shares of ABML not presently owned by RCDC (the
"Minority Shares"). Under the terms of the Agreement, each
holder of Minority Shares (other than holders exercising dissent
rights) will receive $2.25 cash for every Minority Share held. The
total consideration payable under the proposed transaction (the
"Transaction") is approximately $22 million.
It is anticipated that the Transaction will be carried out by way of a
plan of arrangement under the Business Corporations Act (British
Columbia) (the "Arrangement") whereby RCDC will acquire all
of the Minority Shares. Completion of the Transaction is subject to a
number of conditions, including: approval of the Arrangement by the
Supreme Court of British Columbia; approval of the Arrangement by at
least: (i) 75% of the votes cast by ABML's shareholders and (ii) a
simple majority of the votes cast by holders of Minority Shares; and
the holders of not more than 10% of the outstanding common shares of
ABML exercising their right to dissent to the Transaction. It is
anticipated that ABML will hold a special meeting prior to April 21,
2011 to consider the Transaction.
The securities of ABML have, since 2001, been subject to a cease trade
order issued by each of the British Columbia, Alberta and Ontario
securities commissions as a result of ABML's failure to file audited
financial statements. On September 14, 2001 the common shares of ABML
were delisted by the Toronto Stock Exchange as a result of ABML's
failure to satisfy its minimum listing requirements. Bloomberg records
indicate that the common shares of ABML traded to a low of $0.07 per
share prior to the cease trade orders. At present, the common shares of
ABML are not listed or quoted on any stock exchange or other market and
the trading of such securities is prohibited by the cease trade orders.
A revocation of the cease trade orders will be required to facilitate
the Transaction. Subject to the completion of the above conditions,
among other things, the Transaction is expected to be completed by May
23, 2011. An information circular for the special meeting of ABML's
shareholders, which will contain full details regarding the
Transaction, is expected to be mailed in March 2011.
On September 23, 2008, the board of directors of ABML (the
"Board") formed an independent special committee (the
"Special Committee"), with a mandate to establish and
implement a process to solicit, negotiate and evaluate offers to
purchase the Minority Shares. The Board, acting on the recommendation
of the Special Committee, has approved the Transaction and determined
that the Transaction is fair and is in the best interest of ABML and to
holders of Minority Shares and accordingly, the Board has recommended
that shareholders of ABML vote in favor of the Transaction. Capital
West Partners has provided a fairness opinion to the Special Committee
concluding that the Transaction is fair, from a financial point of
view, to holders of Minority Shares.
The Agreement provides for customary deal protections, including a
non-solicitation covenant by ABML, a five business day right for RCDC
to match any superior proposal received by ABML and payment by ABML to
RCDC of a termination fee of $675,000 if the offer is not completed in
specified circumstances. The Transaction is not subject to a financing
condition.
Capital West Partners is acting as exclusive financial advisor to the
Special Committee, and Fraser Milner Casgrain
LLP is acting as legal counsel to ABML. Borden Ladner Gervais LLP is acting as legal counsel to Imperial
and RCDC.
Georgeson Shareholder Communications Canada
Inc. ("Georgeson") has been
retained to provide information and assistance to ABML's shareholders
in connection with this acquisition and assist in the solicitation of
proxies for the special meeting of the ABML's shareholders. Inquiries
may be directed to a Georgeson representative
at the following North American toll free number: 1-866-598-9684 or
Email: askus@georgeson.com.
This news release is for informational purposes only and does not
constitute an offer to buy or an invitation to sell, or the
solicitation of an offer to buy or invitation to sell, any of the
securities of ABML, nor shall there be any acquisition of any of the
securities of ABML in any jurisdiction in which such offer, invitation,
solicitation or acquisition would be unlawful.
Cautionary Note Regarding Forward-Looking Information
Certain of the statements and information in this news release
constitute "forward-looking information" within the meaning
of applicable Canadian provincial securities laws relating to Imperial
and ABML. All statements, other than statements of historical fact, are
forward-looking statements or information. This forward-looking
information relates to, among other things, the timing and prospects
for approval of the Transaction by the court and ABML's shareholders
and the implementation thereof. These statements reflect the current
views of Imperial and ABML, respectively with respect to future events
and are necessarily based upon a number of assumptions and estimates
that, while considered reasonable by each of Imperial and ABML,
respectively, are inherently subject to various risks and
uncertainties. Many factors, both known and unknown,
could cause actual results, performance or achievements to be
materially different from the results, performance or achievements that
are or may be expressed or implied by such forward-looking information
contained in this news release and both Imperial and ABML,
respectively, have made assumptions based on or related to many of
these factors. Such factors include without limitation: litigation;
fluctuations in markets for gold, base metals and certain other
commodities (such as natural gas, fuel oil and electricity);
fluctuations in currency markets; risks related to the technological
and operational nature of Imperial and ABML's businesses, respectively;
changes in national and provincial government, permitting, legislation,
taxation, controls or regulations and political or economic
developments in Canada; risks and hazards associated with the business
of mineral exploration, development and mining; availability and
increasing costs associated with mining inputs and labour;
challenges to Imperial's and ABML's title to or interest in properties;
results of current exploration activities; competition in the mining
industry for properties, equipment, qualified personnel, and their
costs; and those factors identified under the heading "General
Description and Development of the Business - Risk Factors" in
Imperial's most recent annual information form filed with the Canadian
provincial securities regulatory authorities and elsewhere in Imperial's
documents filed from time to time with such authorities. Investors are
cautioned against attributing undue certainty or reliance on
forward-looking information. Although Imperial and ABML, respectively,
have attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be as anticipated, estimated, described or intended.
Imperial and ABML do not intend, and do not assume any obligation, to
update this forward-looking information to reflect changes in
assumptions or changes in circumstances or any other events affecting
such information, other than as required by applicable law.
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