VANCOUVER, Jan. 30 /CNW/ - Solitaire Minerals Corp. (TSX-V: SLT)
announces that at its extraordinary general meeting, scheduled for February
27, 2009 (the "Meeting"), shareholders will be asked to consider to approve a
consolidation of the Company's common shares on the basis of one (1)
post-consolidated share for every five (5) pre-consolidated shares (the
"Consolidation"). If the Consolidation is approved by a special majority of
shareholders at the Meeting, being two-thirds of the shareholders voting in
person at the Meeting or by proxy, the directors will have the sole discretion
to implement the Consolidation, provided that the consolidation ratio (the
"Consolidation Ratio") is no more than one (1) post-consolidated share for
every five (5) pre-consolidated shares, subject to the approval of the TSX
Venture Exchange. The Company does not intend to change its name in connection
with the Consolidation.
As of the Record Date for the Meeting and currently, the Company has
114,854,750 issued and outstanding common shares. If the Consolidation were
conducted on a five (5) for one (1) basis, the Company would have
approximately 22,970,950 shares outstanding following the Consolidation. The
exact number of post-consolidated shares will vary depending on the treatment
of fractional shares, which will occur when each shareholder's holdings in the
Company are consolidated. Outstanding stock options and warrants will also be
adjusted by the Consolidation Ratio and the respective exercise prices of
outstanding stock options and warrants will be adjusted accordingly. At the
Meeting, the Company will also be seeking disinterested shareholder approval
for the re-pricing (on a post-consolidation basis) of certain stock options
granted to insiders of the Company.
Management of the Company believes that further equity financing is
required in order for the Company to fund its current working capital
requirements and for future business purposes. It is management's opinion that
the Company's existing issued and outstanding share capital is not conducive
to completing such additional equity financing and that the Consolidation is
required in order to attract new equity investment in the Company.
Details of the Consolidation are contained in the Company's information
circular, which will be mailed to shareholders on or before February 2, 2009
and will be filed on SEDAR (www.sedar.com).
About Solitaire Minerals Corp. Solitaire Minerals Corp. ("Solitaire")
(TSX-V symbol: SLT). Solitaire is a diversified junior Canadian mineral
exploration company with a specific focus on mineral properties in North
America. The Company has assembled a portfolio of precious and base metal
exploration prospects in Ontario, Saskatchewan, and the North West
Territories. Solitaire's Red Lake, Ontario properties include the Baird and
Chukuni projects, in which the Company has agreements to earn 100% interest.
In addition, the Solitaire has entered into an option agreement with Rubicon
Minerals Corp. (TSX-V symbol: RMX), whereby the Solitaire may earn up to a 55%
interest in the Humlin property as well as the Red Lake North property. Also
in Ontario, Solitaire has an option to earn 100% in the Lateral Lake property.
In Saskatchewan, the Company has acquired a 90% interest in the Riou Lake
Property (Central), and a 100% interest in Riou Lake North and South located
in the Athabasca Basin. In the North West Territories, the Company has
purchased the Mystery Island IOCG Property, and the Eldorado Property located
in the Great Bear Lake area in which the Company has 100% interest.
On Behalf of the Board of Directors
SOLITAIRE MINERALS CORP.
President and Director
THE TSX VENTURE EXCHANGE DOES NOT TAKE RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
This report contains forward looking statements. Resource estimates,
unless specifically noted, are considered speculative. Any and all other
resource or reserve estimates are historical in nature, and should not be
relied upon. By their nature, forward looking statements involve risk and
uncertainties because they relate to events and depend on factors that will or
may occur in the future. Actual results may vary depending upon exploration
activities, industry production, commodity demand and pricing, currency
exchange rates, and, but not limited to, general economic factors.
Cautionary Note to US investors: The U.S. Securities and Exchange
Commission specifically prohibits the use of certain terms, such as "reserves"
unless such figures are based upon actual production or formation tests and
can be shown to be economically and legally producible under existing economic
and operating conditions.
For further information:
For further information: contact Solitaire Minerals Corp. or visit