Full Metal Minerals Announces Closing Schedule for Spinout of Full Metal Zinc
30 June 2011 - 6:00AM
Marketwired
Full Metal Minerals Ltd. (TSX VENTURE: FMM) and Full Metal Zinc
Ltd. today announced that Full Metal Minerals shareholders have
approved the spin-out transaction involving Full Metal Zinc, and
the British Columbia Supreme Court has granted its final order in
respect of the transaction. Monday, July 4, 2011 is expected to be
the last trading day to acquire Full Metal Minerals shares on the
TSX Venture Exchange and still receive common shares of Full Metal
Zinc on the closing of the spin-out. The complete expected
timetable for the closing is outlined below, subject to final TSX
Venture Exchange approval:
-- Monday, July 4, 2011 - Last day to acquire Full Metal Minerals shares on
the TSX Venture Exchange and still receive Full Metal Zinc shares on the
closing of the spin-out.
-- Tuesday, July 5, 2011 through Thursday, July 7, 2011 - Trading of Full
Metal Minerals shares on the TSX Venture Exchange will be halted.
-- Friday, July 8, 2011 - Spin-out transaction and non-brokered private
placement of Full Metal Zinc closes (see below). Full Metal Minerals
shareholders of record as at 12:01 a.m. on July 8, 2011 will be entitled
to receive Full Metal Zinc securities. Trading of Full Metal Minerals
shares on the TSX Venture Exchange will open on a consolidated basis
(see below).
-- Tuesday, July 12, 2011 - Trading in Full Metal Zinc shares expected to
commence on the TSX Venture Exchange at market open under the trading
symbol FZ (subject to final TSX Venture Exchange approval).
Under the spin-out transaction, Full Metal Minerals shareholders
of record reflected as at 12:01 a.m. on July 8, 2011 on the
register of shareholders maintained by the Full Metal Minerals
registrar and transfer agent will be mailed certificates
representing 1/6 of one common share of Full Metal Zinc for every
one common share of Full Metal Minerals held at such time.
As a mechanical step of the spin-out transaction, the authorized
share structure of Full Metal Minerals will also be amended,
including by way of a 1-for-3 consolidation, ultimately resulting
in each pre-consolidation common share of Full Metal Minerals being
exchanged for 1/3 of one post-consolidation Class A common share of
Full Metal Minerals. Certificates formerly representing
pre-consolidation common shares of Full Metal Minerals will from
and after the effective time of the spin-out transaction represent
post-consolidation Class A common shares of Full Metal Minerals.
Any future issuance of certificates representing Class A common
shares of Full Metal Minerals will use the new form of certificates
with ISIN CA 35968C4064. A letter of transmittal containing
instructions with respect to the deposit of certificates for
pre-consolidation common shares of Full Metal Minerals with
Computershare Investor Services Inc. will be forwarded to
registered holders of record as at 12:01 a.m. on July 8, 2011 of
pre-consolidation common shares of Full Metal Minerals for use in
exchanging their certificates for certificates representing
post-consolidation Class A common shares of Full Metal Minerals.
Upon return of a properly completed letter of transmittal, together
with certificates representing pre-consolidation common shares of
Full Metal Minerals and such other documents as Computershare
Investor Services Inc. may require, certificates for the
appropriate number of post-consolidation Class A common shares of
Full Metal Minerals will be distributed.
In connection with the completion of the spin-out transaction,
Full Metal Zinc expects to complete a non-brokered financing of
approximately 8,800,000 units of Full Metal Zinc at a price of
$0.25 per unit for gross proceeds of $2,200,000. Each unit will be
comprised of one common share of Full Metal Zinc and one-half of
one common share purchase warrant of Full Metal Zinc, each whole
such warrant exercisable for one additional common share of Full
Metal Zinc at a price of $0.35 per share for a period of 24 months
from the date of issuance, subject to adjustment. Full Metal Zinc
may pay finder's fees in cash and/or securities of Full Metal Zinc
in connection with the financing.
Full Metal Minerals and Full Metal Zinc are filing on the SEDAR
website at www.sedar.com an updated fully-independent National
Instrument 43-101 technical report with respect to the 40 Mile
project in Alaska that will be indirectly assigned to Full Metal
Zinc in connection with the spin-out transaction.
ON BEHALF OF THE BOARD OF DIRECTORS OF FULL METAL MINERALS
Michael Williams, President and Director
ON BEHALF OF THE BOARD OF DIRECTORS OF FULL METAL ZINC
Robert McLeod, President, Chief Executive Officer and
Director
This news release includes certain forward-looking statements or
information. All statements other than statements of historical
fact included in this news release, including, without limitation,
statements regarding plans for the completion of a proposed
Arrangement, the structure of such Arrangement and other future
plans and objectives of Full Metal are forward-looking statements
that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from Full Metal's plans or
expectations include Full Metal's ability to obtain approval of the
TSX Venture Exchange, the Supreme Court of British Columbia and the
shareholders of Full Metal to the proposed Arrangement and general
economic, market or business conditions, regulatory changes and
other risks detailed herein and from time to time in the filings
made by Full Metal with securities regulators. Full Metal expressly
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise except as otherwise required by
applicable securities legislation.
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: Full Metal Minerals Ltd. Jeff Sundar Vice-President
604-484-7855 604-484-7155 (FAX) info@fullmetalminerals.com
www.fullmetalminerals.com Full Metal Zinc Ltd. Robert McLeod
President, Chief Executive Officer and Director 604-484-7855
604-484-7155 (FAX)
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