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."
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
-- 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.
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
at:www.transitionmetalscorp.com andwww.htxminerals.com 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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