Selkirk Metals Corp.: Merger With Imperial Metals Corporation
27 July 2009 - 10:00PM
Marketwired
Selkirk Metals Corp. ("Selkirk") (TSX VENTURE: SLK) is pleased to
announce that it has entered into a letter of intent ("LOI") with
Imperial Metals Corporation ("Imperial") (TSX: III) pursuant to
which the two companies have agreed to merge by way of plan of
arrangement (the "Transaction"), subject to shareholder and
regulatory approval.
The business combination will pair Imperial's proven
development, operating and financial capability with Selkirk's
portfolio of development stage and advanced exploration projects.
The corporation will be virtually debt free and utilize cash flow
from existing operations to further explore and develop an expanded
mineral asset base. Imperial is, and as a result of the Transaction
continues to be focused on British Columbia, where Selkirk also has
focused its operations. This Transaction also serves to bring
together the technical expertise of both companies. The management
and board of directors of Selkirk feel that the Transaction will
allow for the continued development of both the Ruddock Creek and
Catface Projects that otherwise will be more difficult in light of
the current economic environment.
Under the terms of the LOI, 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. Upon completion of the
Transaction, Imperial agrees to support the appointment or election
of a Selkirk nominee to the board of directors of Imperial.
Imperial shall not be required issue more than 2,200,000 of its
shares in connection with the Transaction. If elections made by
Selkirk shareholders would result in the issuance of more than
2,200,000 shares of Imperial, such number of Imperial shares will
be allocated among such electing holder on a pro-rata basis, with
the balance of the consideration payable in cash.
Transaction
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: completion of due diligence reviews by each
party; the approval of the Supreme Court of British Columbia to the
Plan of Arrangement; execution of a definitive arrangement
agreement; approval of the Selkirk shareholders at a special
meeting of Selkirk shareholders to consider the Transaction; not
more than 10% of the Selkirk shares shall have exercised their
right to dissent to the Transaction; and approval of the
Transaction by the TSX Venture Exchange and any other regulatory
authorities. There is no certainty that the Transaction will be
completed as presently contemplated, or at all.
Full details of the proposed Transaction will be included in the
definitive arrangement agreement and the Management Information
Circular to be prepared and filed with the regulatory authorities
and mailed to Selkirk shareholders in accordance with applicable
securities law.
Subject to the completion of the above conditions, the
Transaction is expected to be completed in October, 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.
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 operating in
2005 Selkirk has focused its field operations on the exploration
and development of the Ruddock Creek Zinc/Lead project and the
Catface Copper project both of which have a defined resource and
development potential.
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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