SUDBURY, ON, March 28, 2013 /CNW/ - Transition Metals Corp. (XTM -
TSX.V) ("Transition") and HTX Minerals Corp. ("HTX"), a private company
incorporated under the laws of Ontario, are disclosing additional
information related to the company's alliances, activities and 2013
plans, in support of the proposed plan of arrangement to combine the
two companies. The additional disclosure is being provided at the
request of the TSX Venture Exchange (TSXV) as a condition precedent to
the resumption of trade in the shares of Transition Metals. Trading was
halted by the Company on March 4, 2013 in accordance with the policies
of the Exchange.
Transition and HTX follow a similar project or prospect generator
business model. Both companies generate early stage exploration
opportunities, which they seek to advance through funding partnerships
with third parties in exchange for compensation and a retained
interest. As such the company straddles the boundary of a traditional
mineral exploration company and a service provider working on behalf of
its funding partners to generate new exploration projects. While either
company at any particular time may have a large number of projects,
many of these are typically at the early exploration stage and hence do
not constitute material properties as defined by NI 43-101.
Combined, Transition and HTX maintain an ownership interest in a diverse
portfolio of more than 30 discrete properties in Ontario, BC,
Saskatchewan, Minnesota, Nunavut and the NWT encompassing an area in
excess of 2,000 km². In some cases, multiple properties together
define a single project. Figure 1 depicts an overview of the location of each company's projects and
alliances. HTX holds many of its properties through strategic alliances
with Impala Platinum Holdings Ltd. ("Implats") a leading platinum group
metal producer based in South Africa and listed on the Johannesburg
stock exchange under the symbol IMP, and Nunavut Resources Corporation
("NRC") an Inuit-owned corporation that was founded in 2010 by the
Kitikmeot Inuit Association to diversify and develop the economy of
Nunavut by attracting investment capital to the region.
HTX is a privately held company that was incorporated under the laws of
Ontario in 2007. Its registered and records office is in Toronto,
Ontario, but it maintains its head office for carrying out the
company's business in Sudbury, Ontario. HTX has certain common
management with Transition. In particular, Scott McLean serves as CEO
of both companies, Anna Ladd serves as CFO of both companies, and
George McTaggart manages IR & Communications for both companies. In
addition, two directors of HTX (Scott McLean and Kevin Stevens) are
also directors of Transition. The common management and directors own
stock in both HTX and Transition. The significant shareholders of HTX
include Scott McLean, P.Geo., CEO and President of HTX (12%),
Exploration Capital Partners 2008, LP, a fund owned by Sprott Inc.
(12%), Kevin Stevens, P.Geo., COO of HTX (11%) and Anna Ladd, CFO
Implats Strategic Alliance
Under the terms of the current alliance agreement with Implats, which
was announced January 24, 2011 after the completion of an initial 27
month alliance agreement, Implats provides project generative and
exploration funding to HTX in order to vest a 50% interest in all
properties acquired within a 135,200 km2 area of interest considered prospective for hosting platinum deposits
in the mid-continental rift region of north-western Ontario. Under this
agreement, Implats has made commitments to HTX to provide annual
funding of CDN$1.3 million a year for three years ending December 31st, 2013. To date, the companies have established one joint venture (Hele)
under the initial alliance agreement, and have conducted early-stage
exploration activities on an additional 12 properties. None of these
properties, or the collection of projects when considered together, are
considered material to the combined company. In 2013, HTX plans to
utilize the $1.3 million of committed funding from Implats towards
project generative activities, property acquisition and to complete
early stage exploration programs on 2 of the 12 identified projects.
Nunavut Resources Corp. Strategic Alliance
On March 5, 2012 HTX and Nunavut Resources Corporation ("NRC") announced
a strategic alliance for mineral project generation and exploration in
the Kitikmeot Region of Nunavut. Under the terms of the agreement,
which has an initial term of five years, NRC will seek a minimum of
CDN$18 million to be invested in exploration targeting the region. The
two companies identify properties of interest, with the intent to form
project joint venture (JV) partnerships or other economic arrangements
to conduct further exploration activities that may lead to the
discovery of economic ore deposits, and ultimately to the development
of mines and infrastructure in the region.
Itchen Lake Project
As a result of activities within the NRC Alliance, the Itchen Lake gold
property was acquired through staking in 2012. The Itchen project is
considered to be material to HTX. It is an early stage gold
exploration opportunity that has seen a sufficient amount of previous
work to demonstrate prospectivity for the discovery of gold deposits,
and is expected to be the focus of a significant percentage of work
proposed for 2013. As such, the company has provided the TSXV with a NI
43-101 technical report entitled "Technical Report for the Itchen Lake
Property, Nunavut/Northwest Territories, Canada" prepared for HTX by
Apex Geoscience Ltd., dated November 20, 2012.
The Itchen Lake project is part of the HTX-NRC Strategic Alliance. Under
the terms of the Alliance, NRC supplies 100% of the funding until a JV
is formed at which point funding is on 50:50 basis between HTX and NRC.
The property is comprised of 19 mineral claims that cover an area of
approximately 19,749 hectares. It is located 365 km northeast of
Yellowknife on the border between Nunavut and Northwest Territories.
The company intends to implement the Phase I portion of the
recommendation in the report by completing an airborne EM and magnetic
survey anticipated to cost approximately $330,000 in 2013.
No other projects held by HTX, either independently or within its
strategic alliances, are currently considered to be material.
HTX considers strategic alliances and related funding to be an important
and material aspect of its business activities as they enable the
company to provide shareholders with exposure to discovery
opportunities, without the shareholder dilution associated with
repeated equity financings. In 2013, Implats and NRC have committed
$1.8 million in funding to HTX exploration activities in Ontario and
Nunavut. Subject to successful financing initiatives currently underway
by NRC, this amount may increase. Additional disclosure related to the
terms of the alliances will be provided in an Information Circular
being prepared for shareholders
Update Regarding the Transaction
Completion of the Proposed Transaction remains subject to the receipt of
regulatory and required consents and approvals, including the approval
of the Transition and HTX shareholders. Both parties are working
diligently towards execution of a definitive agreement. Following the
announcement of a definitive agreement, HTX and Transition will prepare
an information circular to be distributed to shareholders of both
companies to approve the transaction. Subject to executing a
definitive agreement and obtaining all regulatory approvals, management
of Transition and HTX expect to complete the Proposed Transaction by
the end of Q2 2013.
The technical elements of this press release have been approved by Mr.
Greg Collins (Transition), P.Geo (APGO), and by Mr. Kevin Stevens
(HTX), P.Geo (APGO), each a Qualified Person under National Instrument
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.
About HTX Minerals Corp.
HTX is a privately held Canadian exploration company that specializes in
the discovery of new mineral deposits using a project-generator
business model. This approach provides investors with the greatest
growth potential and minimizes shareholder dilution through
joint-venture funding partnerships and revenue generating
opportunities. The company's key projects include Itchen Lake (gold, in
Nunavut), Aer-Kidd (Ni-Cu-PGE near Sudbury). HTX was selected as the
partner of choice by the Nunavut Resources Corporation to generate
projects in the 450,000 km2 Kitikmeot Region of the Territory of Nunavut. As well, HTX has a
three-year $4.1 million strategic alliance with Implats, the world's
second largest producer of platinum group metals, targeting the
Mid-Continent Rift region, north of Lake Superior. The company's
founders have a +20 year track record of success, having discovered
over 50 Mt of resources. HTX leverages this deep expertise with a
proven methodology that combines custom-built digital compilations,
advanced 3D geoscience modeling and interpretive techniques, and
rigorous fieldwork to systematically identify economically attractive
targets, including many that would otherwise go undiscovered.
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.
PDF available at: http://stream1.newswire.ca/media/2013/03/28/20130328_C9106_DOC_EN_24899.pdf
SOURCE: Transition Metals Corp.
For further information:
Further information is available on the Company websites at: www.transitionmetalscorp.com and www.htxminerals.com or by contacting
President and CEO
Transition Metals Corp. & HTX Minerals Corp.
Tel: (705) 669-0590
VP Investor Relations & Marketing - Transition Metals Corp.
Marketing & Communications Officer - HTX Minerals Corp.
Tel: (705) 669-0590