Selkirk Metals Corp.: Arrangement Agreement With Imperial Metals Corporation Signed
September 15 2009 - 6:00AM
Marketwired
Selkirk Metals Corp. ("Selkirk") (TSX VENTURE: SLK) is pleased to
announce that Imperial Metals Corporation ("Imperial") (TSX: III)
has completed its due diligence and Selkirk has signed a definitive
agreement (the "Agreement") under which Imperial will acquire all
of the issued and outstanding shares of Selkirk (the
"Transaction").
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.
Selkirk and Imperial 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.
About Selkirk
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", as summarized in the
news release dated 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" as
summarized in the Company's news release of September 2, 2009.
About Imperial
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 METALS CORP.
Gordon Keevil, President and CEO
This release includes certain statements that may be deemed to
be "forward-looking statements" within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995 or
"forward-looking information" within the meaning of Canadian
securities laws. All statements in this release, other than
statements of historical facts, that address future production,
reserve potential, exploration and development activities and
events or developments that the Company expects, are
forward-looking statements. Although management believes the
expectations expressed in such forward looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance, and actual results or developments may differ
materially from those in the forward-looking statements. Factors
that could cause actual results to differ materially from those in
forward-looking statements include market prices, exploration and
development successes, continued availability of capital and
financing, and general economic, market or business conditions.
Please see our public filings at www.sedar.com for further
information.
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.
Contacts: Selkirk Metals Corp. Gordon Keevil President
604-687-2038 604-687-3141 (FAX) www.selkirkmetals.com Imperial
Metals Corporation Brian Kynoch President 604-669-8959
www.imperialmetals.com
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