Transition Metals and HTX Minerals Sign Definitive Arrangement Agreement

Transition Metals and HTX Minerals Sign Definitive Arrangement Agreement 
SUDBURY, ON, April 8, 2013 /CNW/ - Transition Metals Corp. (XTM - TSX.V) 
("Transition") and HTX Minerals Corp. ("HTX"), a private company incorporated 
under the laws of Ontario, are pleased to announce that they have signed a 
definitive arrangement agreement dated April 6, 2013 (the "agreement") 
pursuant to which Transition will acquire HTX by way of a plan of arrangement 
pursuant to Section 182 of the Business Corporations Act (Ontario) (the 
"Proposed Transaction"). The agreement follows the announcement on March 4(th) 
of a letter of intent to combine the businesses, and the provision of 
additional disclosure information on March 28(th). 
"This is an important step forward for both companies, including their 
shareholders, employees and partners", said Scott McLean, CEO of both 
Transition Metals and HTX Minerals. "The combined entity will be a much larger 
project generator focused on the discovery of gold, platinum and base metal 
deposits in Canada." 
Transaction Terms
Under the Proposed Transaction, and upon receipt of the requisite approvals, 
including regulatory and shareholder approvals, the parties will implement a 
plan of arrangement whereby all common shares of Transition will be 
consolidated on a 2:1 basis. HTX shareholders will receive shares of 
Transition at an exchange ratio of 0.8 post-consolidation Transition shares 
for each HTX share, and all shares of Transition held by HTX will be cancelled. 
Completion of the Proposed Transaction is subject to a number of conditions, 
including Exchangeacceptance and disinterested Shareholder approval. The 
transaction cannot close until therequired Shareholder approval is obtained. 
There can be no assurance that the transactionwill be completed as proposed 
or at all.Investors are cautioned that, except as disclosed in the 
Management Information Circularand/or Filing Statement, to be prepared in 
connection with the transaction, any informationreleased or received with 
respect to the Transaction may not be accurate or complete andshould not be 
relied upon. Trading in the securities of Transition Metals should 
beconsidered highly speculative.The TSX Venture Exchange has in no way 
passed upon the merits of the proposed transactionand has neither approved 
nor disapproved the contents of this press release. 
Highlights of the Combined Business:
The following are the key attributes of the combined business. The 
contribution of each company is noted in parentheses as "Transition", "HTX", 
or "Transition + HTX" in the event they contribute equally or share the 

    --  Experienced Exploration & Management Team: (Transition + HTX)
        The team of eight geoscientists has extensive experience
        exploring for Ni-Cu-PGE, gold and base metals in Canada, and
        three of the senior geologists have been recognized for their
        key contributions to the discovery of new deposits. In addition
        to its exploration expertise, the management team has extensive
        joint venture negotiation, financial and marketing expertise
        and has previous operational experience at both small and large
    --  30 Projects: Together, Transition and HTX have a portfolio of
        30 projects, including 12 gold, 18 Ni-Cu-PGE, 1 copper and 1
        diamond project, encompassing a total area of roughly 2,000 km
        (2). All projects, with the exception of one in Minnesota, are
        in Canada.
    --  Project Generator Business Model: (Transition + HTX) The
        project generator business model maximizes shareholder exposure
        to discovery, while minimizing shareholder equity dilution by
        relying on partners to fund more expensive drilling and
    --  Funding Partnerships & Alliances: (HTX) Strategic alliance with
        Impala Platinum Holdings Ltd. (Implats), the world's second
        largest producer of platinum, to explore the Mid Continent Rift
        region in Ontario for platinum group element deposits. (HTX)
        Strategic alliance with the Nunavut Resources Corp. (NRC) for
        mineral project generation and exploration, including precious,
        base and strategic metals, and diamonds in the Kitikmeot Region
        of the Territory of Nunavut.
    --  Joint Venture (JV) Partnerships: HTX has a JV partnership with
        Implats, and Transition has JV partners Gowest Gold and Abalor

The Parties will use their reasonable commercial efforts to close the Proposed 
Transaction in Q2, 2013.

Qualified Person 
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. 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 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 undiscovered.

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 or 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) 669-0590

SOURCE: Transition Metals Corp.

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CO: Transition Metals Corp.
ST: Ontario

-0- Apr/08/2013 15:32 GMT

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