HTX Minerals Corp. Announces Reorganization
SUDBURY, ONTARIO, November 23, 2011 – 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 of HTX.
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 Escrow.
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.