Hinterland Spin-Out Arrangement With Stakeholder Gold Corp. Approved by Shareholders
Wednesday, June 08, 2011
VAL D'OR, QUEBEC--(Marketwire - June 8, 2011) -
Hinterland Metals Inc. (TSX VENTURE:HMI) ("Hinterland" or the "Company") is pleased to announce that the special resolution relating to the Arrangement agreement (the "Arrangement") with Stakeholder Gold Corp. ("Stakeholder"), a wholly-owned subsidiary of Hinterland, was approved at the Annual and Special Meeting of shareholders held in Montreal on June 7, 2011. Pursuant to the Arrangement, certain Yukon gold assets of Hinterland will be transferred to Stakeholder in consideration for the issuance of common shares of Stakeholder equal to 25% of the issued and outstanding common shares of Hinterland immediately prior to the closing of the transaction, for a total of approximately 20.7 million shares. As previously announced by Hinterland (see press release dated February 1, 2011), Hinterland will distribute 92.5% of the shares received from Stakeholder to its shareholders and keep 7.5% (for more information on the terms and conditions of Arrangement, see Hinterland's press release dated April 4, 2011 and the Plan of Arrangement attached to the Arrangement Agreement which has been filed at www.sedar.com).
The closing of the Arrangement is subject to number of remaining conditions, including (i) final approval of the Arrangement by the Superior Court of Québec (ii) final approval by the TSX Venture Exchange for listing of the shares of Stakeholder and the new common shares of Hinterland, (iv) the successful completion by Stakeholder of a private placement for minimum gross proceeds of $825,000, (v) the execution of a definitive agreement between Hinterland and Stakeholder for the transfer of the Yukon gold assets and (vi) other conditions customary to this type of transaction.
Other business transacted at the Annual and Special Meeting included: the re-election of Mark Fekete, Gregory Fekete, Vaughn MacLellan, Peter Thiersch and Fred Kiernicki and the election of Zachery Dingsdale as directors of the Company; the appointment of Raymond Chabot Grant Thornton as Auditors of the Company; and the approval of the Company's rolling stock option plan. Immediately following the meeting, Mark Fekete, Ingrid Martin and Gregory Fekete were re-appointed as the President and CEO, CFO, and Secretary respectively.
The Board of Directors welcomes Zachery Dingsdale as a new director. As Founder and Director of Tangent Management Corp., a financial management firm that provides financial consulting and management services to publicly listed companies, Mr. Dingsdale brings to the Company over 16 years experience in the equity markets. Mr. Dingsdale is currently President and CEO of Taku Gold Corp. (TSX VENTURE:TAK) and also sits as a director on the boards of Otish Energy Inc. (TSX VENTURE:OEI) and Tajiri Resources Corp. (TSX VENTURE:TAJ).
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Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential mineralization) are forward-looking statements; this includes the completion of the spin off. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, changes in world gold markets or markets for other commodities, the inability of the Company to complete the spin off on the terms and conditions disclosed above, and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities. Any forward-looking statement speaks only as of the date on which it is made and except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.
Shares Issued 82,606,570
FOR FURTHER INFORMATION PLEASE CONTACT:
Hinterland Metals Inc.
Toll Free: 1-877-874-8182 Ext. 210
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. http://www.theglobeandmail.com/globe-investor/news-sources/?date=20110608&archive=ccnm&slug=201106080703420001