Forsys Metals Corp

Forsys Metals Corp

April 02, 2009 13:32 ET

Forsys Signs Second Agreement With GFI

TORONTO, ONTARIO--(Marketwire - April 2, 2009) - Forsys Metals Corp. ("Forsys" or the "Company")(TSX:FSY)(FRANFURT:F2T)(NSX:FSY) announces that it has signed a second amendment agreement to the arrangement agreement with George Forrest International Afrique S.P.R.L. ("GFI") (the "Arrangement Agreement") to, among other things, (i) extend the closing date of the plan of arrangement to a date still to be determined but not later than July 31, 2009 (ii) increase the reverse break fee for which GFI will be liable in the event that it breaches the Arrangement Agreement from CAD$11,412,000 to CAD$20,000,000 effective immediately and (iii) suspend the Company's covenants regarding the non-solicitation of alternative offers until GFI has satisfied the Company that it has successfully completed the financing arrangements for the entire purchase consideration under the arrangement.

The purchase price remains unchanged at CAD$7.00 for each Forsys common share and all of Forsys' outstanding "in-the-money" options and warrants. GFI requested the extension to finalize financing arrangements from its preferred sources for the arrangement.

Concurrent with the signing of the second amendment agreement, George Forrest, the Chairman and sole shareholder of GFI, has executed a personal guarantee in favour of Forsys securing GFI's obligations in respect of the CAD$20 million reverse break fee.

The amendments are subject to the approval of the Ontario Superior Court of Justice.

There is no change in the status of the support agreements previously announced in connection with the arrangement and all parties remain bound by the terms of such agreements.

Duane Parnham, President and CEO of Forsys, stated "The Board, having consulted with our financial and legal advisors, has reviewed the offer of extension and terms of the personal guarantee of Mr. George Forrest and concluded that it is in the best interests of the shareholders to proceed with the second amendment agreement. The Board would also like to draw to the attention of all interested parties the Forrest Group's press release of today's date which can be found on GFI's website at"

On Behalf of the Board of Directors of Forsys Metals Corp

Duane Parnham, President and CEO

For further information visit our website at

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This news release contains projections and forward looking information that involve various risks and uncertainties regarding future events. Such forward looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Corporation. These risks and uncertainties could cause actual results and the Corporation's plans and objectives to differ materially from those expressed in the forward looking information. Actual results and future events could differ materially from anticipated in such information. These and all subsequent written and oral forward looking information are based on estimates and opinions of management on the dates they are made and expressed qualified in their entirety by this notice. The Corporation assumes no obligation to update forward looking information should circumstances or management's estimates or opinions change.

Shares Outstanding: 78,935,231

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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