SUDBURY, ON, Nov. 23, 2011 /CNW/ - HTX Minerals Corp. ("HTX" or the "Company") and 2306241 Ontario Inc. ("Dividendco") are pleased to announce that they have entered into an arrangement
agreement (the "Arrangement Agreement") dated November 21, 2011 in connection with a corporate reorganization
The Company wishes to distribute 4,111,875 of the common shares it holds
in the capital of Transition Metals Corp. (the "Transition Shares") to the current shareholders of HTX (the "Shareholders") (the "Transaction"). The Transition Shares are currently subject to escrow requirements
imposed by applicable securities law and the TSX Venture Exchange ("Escrow").
In order to effect the Transaction, HTX proposes to complete a
reorganization by way of plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, the Transition Shares will be
transferred to Dividendco, a newly incorporated company. The current
Shareholders will receive one common share in the capital of HTX (each
a "HTX Common Share") and one non-voting, participating share in the capital of Dividendco
(each a "Dividendco Class A Share") for each common share in the capital of HTX held immediately prior to
the Arrangement. Dividendco will hold the Transition Shares and
distribute the Transition Shares to holders of Dividendco Class A
Shares by way of dividends as the Transition Shares are released from
The Company's board of directors (the "Board") has approved the Arrangement and determined that the Transaction is
fair and in the best interests of Shareholders and the Company. The
Board recommends that Shareholders vote in favour of the special
resolution approving the adoption of the Arrangement Agreement and the
Arrangement (the "Arrangement Resolution").
The Arrangement Resolution must be approved by two-thirds of the votes
cast by Shareholders at an annual general and special meeting of the
Company (the "Meeting") to be held on December 14, 2011. The Company has sent the formal
notice, accompanying management information circular, and other related
documents (the "Meeting Materials") to Shareholders.
The Transaction is to be completed by way of a statutory plan of
arrangement and is subject to customary closing conditions, as well as
the consent of applicable securities commissions and the TSX Venture
Exchange with respect to the transfer the Transition Shares from HTX to
Dividendco. The arrangement will also require court approval. If the
Arrangement Resolution is approved at the Meeting, HTX will make an
application on or about December 21, 2011, or as soon after that time
as the application may be heard, for the final order of the Ontario
Superior Court of Justice.
Closing will take place after the Shareholders approve the Arrangement
Resolution and on obtaining the requisite court and Escrow approvals.
Closing is anticipated to take place prior to December 31, 2011.
ABOUT HTX MINERALS CORP.
HTX is a privately held company that was incorporated in late 2007. Its
primary focus is the exploration for nickel, copper and platinum group
metals ore within North America. Currently it manages projects in
Ontario, east-central Minnesota and the Northwest Territories.
A copy of this release and the Meeting Materials, as well as other
information related to the Company, is available on the Company's web
site at www.htxminerals.com.
SOURCE HTX Minerals Corp.
For further information:
Scott McLean, President & CEO, Tel: (705) 669-1777, Email: firstname.lastname@example.org.