Transition Metals and HTX Minerals Provide Additional Disclosure and Update on
SUDBURY, ON, March 28, 2013 /CNW/ - Transition Metals Corp. (XTM - TSX.V)
("Transition") and HTX Minerals Corp. ("HTX"), a private company incorporated
under the laws of Ontario, are disclosing additional information related to
the company's alliances, activities and 2013 plans, in support of the proposed
plan of arrangement to combine the two companies. The additional disclosure is
being provided at the request of the TSX Venture Exchange (TSXV) as a
condition precedent to the resumption of trade in the shares of Transition
Metals. Trading was halted by the Company on March 4, 2013 in accordance with
the policies of the Exchange.
Transition and HTX follow a similar project or prospect generator business
model. Both companies generate early stage exploration opportunities, which
they seek to advance through funding partnerships with third parties in
exchange for compensation and a retained interest. As such the company
straddles the boundary of a traditional mineral exploration company and a
service provider working on behalf of its funding partners to generate new
exploration projects. While either company at any particular time may have a
large number of projects, many of these are typically at the early exploration
stage and hence do not constitute material properties as defined by NI 43-101.
Combined, Transition and HTX maintain an ownership interest in a diverse
portfolio of more than 30 discrete properties in Ontario, BC, Saskatchewan,
Minnesota, Nunavut and the NWT encompassing an area in excess of 2,000 km².
In some cases, multiple properties together define a single project. Figure 1
depicts an overview of the location of each company's projects and alliances.
HTX holds many of its properties through strategic alliances with Impala
Platinum Holdings Ltd. ("Implats") a leading platinum group metal producer
based in South Africa and listed on the Johannesburg stock exchange under the
symbol IMP, and Nunavut Resources Corporation ("NRC") an Inuit-owned
corporation that was founded in 2010 by the Kitikmeot Inuit Association to
diversify and develop the economy of Nunavut by attracting investment capital
to the region.
HTX is a privately held company that was incorporated under the laws of
Ontario in 2007. Its registered and records office is in Toronto, Ontario, but
it maintains its head office for carrying out the company's business in
Sudbury, Ontario. HTX has certain common management with Transition. In
particular, Scott McLean serves as CEO of both companies, Anna Ladd serves as
CFO of both companies, and George McTaggart manages IR & Communications for
both companies. In addition, two directors of HTX (Scott McLean and Kevin
Stevens) are also directors of Transition. The common management and directors
own stock in both HTX and Transition. The significant shareholders of HTX
include Scott McLean, P.Geo., CEO and President of HTX (12%), Exploration
Capital Partners 2008, LP, a fund owned by Sprott Inc. (12%), Kevin Stevens,
P.Geo., COO of HTX (11%) and Anna Ladd, CFO (0.16%).
Implats Strategic Alliance
Under the terms of the current alliance agreement with Implats, which was
announced January 24, 2011 after the completion of an initial 27 month
alliance agreement, Implats provides project generative and exploration
funding to HTX in order to vest a 50% interest in all properties acquired
within a 135,200 km(2) area of interest considered prospective for hosting
platinum deposits in the mid-continental rift region of north-western Ontario.
Under this agreement, Implats has made commitments to HTX to provide annual
funding of CDN$1.3 million a year for three years ending December 31(st),
2013. To date, the companies have established one joint venture (Hele) under
the initial alliance agreement, and have conducted early-stage exploration
activities on an additional 12 properties. None of these properties, or the
collection of projects when considered together, are considered material to
the combined company. In 2013, HTX plans to utilize the $1.3 million of
committed funding from Implats towards project generative activities, property
acquisition and to complete early stage exploration programs on 2 of the 12
Nunavut Resources Corp. Strategic Alliance
On March 5, 2012 HTX and Nunavut Resources Corporation ("NRC") announced a
strategic alliance for mineral project generation and exploration in the
Kitikmeot Region of Nunavut. Under the terms of the agreement, which has an
initial term of five years, NRC will seek a minimum of CDN$18 million to be
invested in exploration targeting the region. The two companies identify
properties of interest, with the intent to form project joint venture (JV)
partnerships or other economic arrangements to conduct further exploration
activities that may lead to the discovery of economic ore deposits, and
ultimately to the development of mines and infrastructure in the region.
Itchen Lake Project
As a result of activities within the NRC Alliance, the Itchen Lake gold
property was acquired through staking in 2012. The Itchen project is
considered to be material to HTX. It is an early stage gold exploration
opportunity that has seen a sufficient amount of previous work to demonstrate
prospectivity for the discovery of gold deposits, and is expected to be the
focus of a significant percentage of work proposed for 2013. As such, the
company has provided the TSXV with a NI 43-101 technical report entitled
"Technical Report for the Itchen Lake Property, Nunavut/Northwest Territories,
Canada" prepared for HTX by Apex Geoscience Ltd., dated November 20, 2012.
The Itchen Lake project is part of the HTX-NRC Strategic Alliance. Under the
terms of the Alliance, NRC supplies 100% of the funding until a JV is formed
at which point funding is on 50:50 basis between HTX and NRC. The property is
comprised of 19 mineral claims that cover an area of approximately 19,749
hectares. It is located 365 km northeast of Yellowknife on the border between
Nunavut and Northwest Territories. The company intends to implement the Phase
I portion of the recommendation in the report by completing an airborne EM and
magnetic survey anticipated to cost approximately $330,000 in 2013.
No other projects held by HTX, either independently or within its strategic
alliances, are currently considered to be material.
HTX considers strategic alliances and related funding to be an important and
material aspect of its business activities as they enable the company to
provide shareholders with exposure to discovery opportunities, without the
shareholder dilution associated with repeated equity financings. In 2013,
Implats and NRC have committed $1.8 million in funding to HTX exploration
activities in Ontario and Nunavut. Subject to successful financing initiatives
currently underway by NRC, this amount may increase. Additional disclosure
related to the terms of the alliances will be provided in an Information
Circular being prepared for shareholders
Update Regarding the Transaction
Completion of the Proposed Transaction remains subject to the receipt of
regulatory and required consents and approvals, including the approval of the
Transition and HTX shareholders. Both parties are working diligently towards
execution of a definitive agreement. Following the announcement of a
definitive agreement, HTX and Transition will prepare an information circular
to be distributed to shareholders of both companies to approve the
transaction. Subject to executing a definitive agreement and obtaining all
regulatory approvals, management of Transition and HTX expect to complete the
Proposed Transaction by the end of Q2 2013.
The technical elements of this press release have been approved by Mr. Greg
Collins (Transition), P.Geo (APGO), and by Mr. Kevin Stevens (HTX), P.Geo
(APGO), each a Qualified Person under National Instrument 43-101.
About Transition Metals Corp
Transition Metals Corp (XTM -TSX.V) is a Canadian-based, gold-focused project
generator that specializes in converting new exploration ideas into Canadian
discoveries. The team has over 60 years of collective exploration experience
in the established, emerging and historic mining camps of northern Ontario,
and actively develops and tests new ideas for discovering gold mineralization
in places that others have not looked, which often allows the company to
acquire properties inexpensively. The team is rigorous in its fieldwork, and
combines traditional techniques with newer ones to help unearth compelling
prospects and drill targets. Transition's business model is to acquire and
advance multiple grassroots exploration projects simultaneously, thereby
maximizing shareholder exposure to discovery and capital gain. Joint venture
partners fund a significant portion of higher-risk drilling and exploration,
allowing Transition to conserve capital and minimize shareholder's equity
dilution. The company, which went public in 2011, has an expanding portfolio
that currently includes 11 early stage gold projects in Ontario and British
Columbia, two additional gold properties that are being explored by partners,
and one sediment hosted copper project in Saskatchewan.
About HTX Minerals Corp.
HTX is a privately held Canadian exploration company that specializes in the
discovery of new mineral deposits using a project-generator business model.
This approach provides investors with the greatest growth potential and
minimizes shareholder dilution through joint-venture funding partnerships and
revenue generating opportunities. The company's key projects include Itchen
Lake (gold, in Nunavut), Aer-Kidd (Ni-Cu-PGE near Sudbury). HTX was selected
as the partner of choice by the Nunavut Resources Corporation to generate
projects in the 450,000 km(2) Kitikmeot Region of the Territory of Nunavut. As
well, HTX has a three-year $4.1 million strategic alliance with Implats, the
world's second largest producer of platinum group metals, targeting the
Mid-Continent Rift region, north of Lake Superior. The company's founders have
a +20 year track record of success, having discovered over 50 Mt of resources.
HTX leverages this deep expertise with a proven methodology that combines
custom-built digital compilations, advanced 3D geoscience modeling and
interpretive techniques, and rigorous fieldwork to systematically identify
economically attractive targets, including many that would otherwise go
Cautionary Note on Forward-Looking Information
Except for statements of historical fact contained herein, the information in
this news release constitutes "forward-looking information" within the meaning
of Canadian securities law. Such forward-looking information may be identified
by words such as "plans", "proposes", "estimates", "intends", "expects",
"believes", "may", "will" and include without limitation, statements regarding
estimated capital and operating costs, expected production timeline, benefits
of updated development plans, foreign exchange assumptions and regulatory
approvals. There can be no assurance that such statements will prove to be
accurate; actual results and future events could differ materially from such
statements. Factors that could cause actual results to differ materially
include, among others, metal prices, competition, risks inherent in the mining
industry, and regulatory risks. Most of these factors are outside the control
of the Company. Investors are cautioned not to put undue reliance on
forward-looking information. Except as otherwise required by applicable
securities statutes or regulation, the Company expressly disclaims any intent
or obligation to update publicly forward-looking information, whether as a
result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Further information is available on the Company websites
at:www.transitionmetalscorp.com andwww.htxminerals.comor by contacting
Scott McLean President and CEO Transition Metals Corp. & HTX Minerals Corp.
Tel: (705) 669-0590
George McTaggart VP Investor Relations & Marketing - Transition Metals
Corp. Marketing & Communications Officer - HTX Minerals Corp. Tel: (705)
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SOURCE: Transition Metals Corp.
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-0- Mar/28/2013 15:01 GMT
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