Imperial Metals Corporation
TSX : III

Imperial Metals Corporation

September 15, 2009 07:00 ET

Imperial Metals Corporation: Arrangement Agreement with Selkirk Metals Corp. Signed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 15, 2009) - Imperial Metals Corporation (TSX:III) is pleased to announce that Selkirk Metals Corp. ("Selkirk") has signed a definitive agreement (the "Agreement") under which Imperial will acquire all of the issued and outstanding shares of Selkirk (the "Transaction").

Under the terms of the Agreement, each holder of common shares of Selkirk (other than holders exercising dissent rights) may elect to receive either $0.12 cash for every share of Selkirk held, or one common share of Imperial for every 30 shares of Selkirk held. If no election is made by a Selkirk shareholder, such holder will be deemed to have elected to receive cash.

Imperial shall not be required to issue more than 2,200,000 of its common shares in connection with the Transaction. If elections made by Selkirk shareholders would result in the issuance of more than 2,200,000 common shares of Imperial, such number of Imperial common shares will be allocated among such electing holder on a pro-rata basis, with the balance of the consideration payable in cash.

Imperial and Selkirk anticipate that the Transaction will be carried out by way of a statutory plan of arrangement whereby Imperial will acquire all of the issued shares of Selkirk, and Selkirk will become a wholly-owned subsidiary of Imperial.

The completion of the Transaction is subject to a number of conditions, including: the approval of the Supreme Court of British Columbia to the Plan of Arrangement; approval of the Selkirk shareholders at a special meeting of Selkirk shareholders to consider the Transaction, to be held on October 30, 2009; not more than 10% of the Selkirk shares exercising their right to dissent to the Transaction; and approval of the Transaction by the TSX Venture Exchange and the Toronto Stock Exchange and any other applicable regulatory authorities. There is no certainty that the Transaction will be completed as presently contemplated, or at all.

Pursuant to the terms of the Agreement, Imperial will issue options to holders of all of Selkirk's outstanding options that provide for rights to acquire common shares of Imperial comparable to those previously held to acquire shares of Selkirk, with such necessary adjustments to reflect the exchange ratio described above.

Subject to the completion of the above conditions, the Transaction is expected to be completed in November 2009.

Imperial is a mine development and operating company based in Vancouver, British Columbia. Imperial's key properties are the Mount Polley open pit copper/gold producing mine in central British Columbia, the Huckleberry open pit copper/molybdenum producing mine in northern British Columbia, the development stage Red Chris property in northwest British Columbia, and the development stage Sterling gold property in southwest Nevada.

Selkirk is a Vancouver based mineral exploration and development company with a large portfolio of exploration properties predominantly in British Columbia. Since it commenced operations, Selkirk has focused on the exploration and development of the Ruddock Creek Zinc/lead project and the Catface copper project. Both properties have a defined resource and development potential.

Selkirk recently issued a NI 43-101 compliant resource report entitled "Mineral Resource Estimate Ruddock Creek Project-Kamloops Mining Division, British Columbia" (summarized in Selkirk News Release July 20, 2009). Selkirk also recently filed a NI 43-101 compliant resource report for the Cliff Zone on the Catface Project, entitled "Mineral Resource Estimate Catface Copper Project-Alberni Mining Division, Vancouver Island, British Columbia" (summarized in Selkirk News Release September 2, 2009).

For further information on Selkirk Metals Corp. please contact Gordon Keevil, President at 604-687-2038 or visit their website at www.selkirkmetals.com.

Contact Information

  • Imperial Metals Corporation
    Brian Kynoch
    President
    604.669.8959
    604.687.4030 (FAX)
    or
    Imperial Metals Corporation
    Andre Deepwell
    Chief Financial Officer
    604.488.2666
    or
    Imperial Metals Corporation
    Sabine Goetz
    Investor Relations
    604.488.2657
    info@imperialmetals.com
    www.imperialmetals.com