SUDBURY, ON, June 28, 2013 /CNW/ - Transition Metals Corp. (XTM - TSX.V) ("Transition Metals") and HTX Minerals Corp. ("HTX"), a private company incorporated under the laws of Ontario, are pleased to announce that shareholders of each company voted overwhelmingly in favour of the proposed plan of arrangement to combine the two companies, at their respective annual general and special meetings of the shareholders, held on June 27, 2013. Over 99% of the votes cast by Transition Metals shareholders and 98% of the votes cast by HTX shareholders were in favour of the plan of arrangement. The plan of arrangement was subject to the approval by two-thirds of the shares of each company voted at each meeting, and a majority of votes excluding shares held by certain insiders.
"The strong positive support to combine the two companies is very encouraging," said Scott McLean, CEO of Transition Metals and HTX Minerals. "We now look forward to receiving the regulatory and legal approvals required to finalize the business combination, and to further growing Transition as a leading project generator."
A non-material discrepancy in the calculation of Mr. McLean's share holdings in Transition Metals as disclosed in the Information Circular dated May 29, 2013 was recently identified. As of the date of this release, Mr. McLean owns or controls 832,889 common shares of Transition Metals, as compared to 749,599 common shares as disclosed in the May 29, 2013 Information Circular. This represents an increase in company ownership of 0.37% of the outstanding shares.
In addition, Anna Ladd, CFO of both Transition and HTX has confirmed that she was also previously CFO for CaNickel Mining Limited (previously Crowflight Minerals Inc.), Logan Resources and Dorato Resources. Dr. William Pearson, who is currently a Director of HTX has confirmed that he was also previously an Officer of Central Sun Mining Inc. The rows marked by an asterisk in Table 1 below highlight this information.
Table 1: Additional Disclosure Pertaining to the Joint Information Circular
("Other Reporting Issuer Experience", page I-15)
|Name||Name and Jurisdiction of Reporting Issuer|| Name of
|Anna Ladd||Trevali Mining Corporation, British Columbia||TV-T||CFO||Apr 2011||Present|
|Kria Resources Ltd., Ontario||KIA-V||CFO||Jul 2009||Apr 2011|
|Ridgemont Iron Ore Corp., British Columbia||RDG-V||CFO||Jan 2011||Jun 2011|
|Sulliden Gold Corporation Ltd., Quebec||SUE-T||CFO||Dec 2009||Nov 2010|
|* CaNickel Mining Limited, Ontario||CML-T||CFO||May 2008||Jul 2010|
|* Logan Resources, British Columbia||BCR-T||CFO||Jan 2011||Jun 2011|
|* Dorato Resources, British Columbia||DRI-V||CFO||July 2011||Dec 2011|
|William Pearson||Castillian Resources Corp., Ontario||CT-V||Director, CEO||Feb 2010||Present|
|Largo Resources Ltd., Ontario||LGO-V||Director||Jul 2003||Apr 2011|
|* Central Sun Mining Inc., Ontario|| Ceased
|Officer||Oct 2007||Dec 2008|
* denotes the Reporting Issuer, Name of Trading Market, Position, and From/To dates that were inadvertently omitted from the Joint Information Circular dated May 29, 2013 (page I-15).
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. 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.
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.
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:
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