SUDBURY, ON, May 27, 2013 /CNW/ - Transition Metals Corp. (XTM - TSX.V)
("Transition", the "Company") is pleased to announce that it obtained
an initial order from the Ontario Superior Court of Justice in
connection with the proposed plan of arrangement (the "Arrangement")
contemplated by the arrangement agreement dated April 6, 2013 between
the Company and HTX Minerals Corp., a private company incorporated
under the laws of Ontario. The Company will hold its annual and
special meeting of shareholders to approve the Arrangement on June 27,
2013, at the offices of Dentons Canada LLP, 77 King Street West,
Suite 400, Toronto, Ontario.
The Company also announces that concurrently with the completion of the
Arrangement it has approved the amendment and re-pricing of 1,885,000
incentive stock options issued to directors, officers, employees and
consultants of the Company. The options were originally granted at
prices ranging from $0.35 to $0.40.
In light of current market conditions the board of directors of the
Company has determined that it is appropriate to amend the terms of
existing stock options to provide a more meaningful incentive to
management. Following the effective date of the Arrangement, all
existing stock options will be cancelled and new options will be
granted in an amount equal to 25% of the current number of options held
by each holder. The new options will have a term of five years from
the effective date of the Arrangement and will be exercisable at a
price equal to a 20% premium to the five‑day volume weighted average
closing price of the common shares of the Company following completion
of the Arrangement, provided that such exercise price is not less than
$0.20 (after giving effect to the proposed 2:1 share consolidation that
comprises part of the Arrangement).
In accordance with the policies of the TSX Venture Exchange, the
proposed amendments to existing stock options are considered to
constitute re-pricing of the exercise price. Accordingly, the Company
plans to seek disinterested shareholder approval for the proposed
amendments at its upcoming annual and special meeting of shareholders
to be held on June 27, 2013.
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.
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.
SOURCE: Transition Metals Corp.
For further information:
Further information is available at www.transitionmetalscorp.com, or by contacting:
President and CEO
Transition Metals Corp.
Tel: (705) 669-0590
VP Investor Relations & Marketing
Transition Metals Corp.
Tel: (705) 669-0590