ALBUQUERQUE, NM and VANCOUVER, Dec. 20 /CNW/ - Nu-Mex Uranium Corp.
("Nu-Mex") and NWT Uranium Corp. ("NWT") announced today they have entered
into an arrangement agreement (the "Arrangement Agreement") pursuant to which
Nu-Mex will acquire 100% of the securities of NWT through a court-approved
plan of arrangement (the "Arrangement").
The Board of Directors of NWT, based in part on the recommendation of the
Independent Committee of Directors, has unanimously recommended that NWT
shareholders vote in favour of the Arrangement. The NWT Board has also
received an opinion from its financial advisor, Evans & Evans, Inc., that the
consideration to be received by NWT shareholders is fair from a financial
point of view.
The acquisition will be completed by way of a court-approved plan of
arrangement whereby each NWT common share will be exchanged for 0.40 of a
Nu-Mex common share. Any outstanding options and warrants to acquire common
shares of NWT will be exchanged for analogous options and warrants to acquire
common shares of Nu-Mex at the same exchange ratio.
There are currently 35,625,000 Nu-Mex common shares outstanding and
106,031,342 NWT common shares outstanding. Should the proposed Arrangement be
completed and Nu-Mex acquires 100% of the NWT common shares, current Nu-Mex
shareholders would own approximately 46% of Nu-Mex and current NWT
shareholders would own approximately 54% of Nu-Mex (assuming that after the
date hereof there would not be any additional common share issuances by either
party, and not including any common shares issued in connection with the
financing by Nu-Mex referred to below).
The Arrangement Agreement includes mutual customary non-solicitation
covenants on NWT and Nu-Mex but provides each party with the ability to
respond to unsolicited proposals in accordance with the terms of the
Arrangement Agreement. In the event that the Arrangement Agreement is
terminated and either party accepts a superior proposal, the Arrangement
Agreement imposes a termination fee of cash equal to the greater of: (i)
$5,000,000; and (ii) 2% of the market capitalization of NWT.
The completion of the Arrangement is subject to a number of customary
conditions precedent, including that the Arrangement be approved by 66 2/3% of
the votes cast by NWT shareholders present in person or by proxy at the
special meeting, and the approval of the Arrangement by the Superior Court of
Justice of Ontario. The proposed transaction is also subject to Nu-Mex
arranging a financing at a minimum price of US$4.00 per common share for gross
proceeds of not less than US$25,000,000. In addition, the Arrangement is
subject to common shares of Nu-Mex to be issued pursuant to the Arrangement
being listed on the Toronto Stock Exchange or the TSX Venture Exchange.
The Arrangement Agreement provides that, subject to the terms therein,
the special meeting of NWT shareholders to approve the Arrangement be held as
soon as reasonably practicable, and in any event, no later than April 28,
2008. The management information circular for the special meeting of NWT
shareholders will be mailed to NWT shareholders and be available at the SEDAR
website at www.sedar.com. All securityholders are urged to read the management
proxy circular once it is available.
ABOUT NWT URANIUM CORP:
NWT Uranium Corp. is an international resource exploration company with
an experienced, highly technical management team. Since its inception, NWT has
concentrated on the acquisition of properties with potential uranium targets.
Symbol: OTCBB - NWURF; TSX Venture - NWT
ABOUT NU-MEX URANIUM CORP:
Nu-Mex Uranium Corp. is an exploration stage uranium mining company with
corporate offices in London, England, and operational offices in New Mexico,
USA. Its foundational assets are located in the southwest United States.
Nu-Mex is focused on uranium resources that can be brought to near-term
Symbol: OTCBB - NUMX; Frankfurt AN4, WKN NO. A0MUN4.
SAFE HARBOR STATEMENTS:
This press release contains "forward-looking information" that is based
on the parties' current expectations, estimates, forecasts and projections.
This forward-looking information includes, among other things, statements with
respect to Nu-Mex's proposed business combination with NWT. The words "may",
"would", "could", "should", "will", "likely", "expect," "anticipate,"
"intend", "estimate", "plan", "forecast", "project" and "believe" or other
similar words and phrases are intended to identify forward-looking
information. Forward-looking information is subject to known and unknown
risks, uncertainties and other factors that may cause the parties' actual
results, level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking information.
Such factors include, but are not limited to: completion of the arrangement,
economic performance of the combined company, and future plans and objectives
of NWT and Nu-Mex, including future exploration and development. There are no
assurances that the arrangement will be consummated. This list is not
exhaustive of the factors that may affect our forward-looking information.
These and other factors should be considered carefully and readers should not
place undue reliance on such forward-looking information. Both parties
disclaim any intention or obligation to update or revise forward-looking
information, whether as a result of new information, future events or
This press release has been prepared by management of the parties who
takes full responsibility for its contents. Each of the TSX Venture Exchange,
the NASD, the SEC and the OTCBB neither approves nor disapproves of the
contents of this press release. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
For further information:
For further information: www.nwturanium.com; Marek J. Kreczmer, M.Sc.,
P.Eng., President and CEO, NWT Uranium Corp., (866) 437-9551 or (416)
489-0092, email@example.com; www.nu-mexuranium.com; D. Bruce Horton,
President and CEO, Nu-Mex Uranium Corp., (505) 842-5537; Contact North
America: Investor Relations, Tel.: (866) 676-0153; Contact Europe: Investor
Relations, Tel.: +44-20-7665-1646