Full Metal Minerals Ltd.

Full Metal Minerals Ltd.

April 04, 2011 09:00 ET

Full Metal Minerals Announces Terms of Spin-Out of Full Metal Zinc

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 4, 2011) -


Full Metal Minerals Ltd. ("Full Metal") (TSX VENTURE:FMM) today announced that it has entered into an arrangement agreement (the "Agreement") with Full Metal Zinc ("ZincCo") to give effect to the spin-out of ZincCo announced on February 23, 2011.

The Agreement, a copy of which has been filed on SEDAR, sets out the terms of the statutory arrangement (the "Arrangement") involving Full Metal, its security holders and ZincCo, which will involve, among other things, changes to the charter documents of Full Metal, a three-for-one consolidation of the common shares of Full Metal, the transfer of Full Metal's Fortymile zinc project in Alaska to ZincCo, the transfer of $1 million from Full Metal to ZincCo, and certain exchanges of securities.

The Arrangement, if completed, will result in shareholders of Full Metal as at the effective date of the Arrangement (the "Effective Date") being entitled to receive 1/3 of a post-consolidation common share of Full Metal (a "Full Metal Share") and 1/6 of a common share of ZincCo (a "ZincCo Share") for each common share of Full Metal held as at such date. Holders of Full Metal warrants ("Warrants") will receive warrants entitling them to acquire: (i) the number of Full Metal Shares that is equal to 1/3 of the number of Full Metal Shares that were issuable upon exercise of their Warrants immediately prior to the Effective Date; and (ii) the number of ZincCo Shares that is equal to 1/6 of the number of Full Metal Shares that were issuable upon exercise of such Warrants immediately prior to the Effective Date.

ZincCo intends to seek a listing of ZincCo Shares on the TSX Venture Exchange following the completion of the Arrangement.

Full Metal will be seeking shareholder approval of the Arrangement at the upcoming special meeting scheduled to be held on May 20, 2011, in accordance with the terms of the Agreement and the British Columbia Business Corporations Act. The Arrangement will also be subject to, among other things, approval of the TSX Venture Exchange and the Supreme Court of British Columbia.

Full details of the proposed spinout will be contained in a notice of meeting, information circular and supporting documents describing the Arrangement, which will be mailed to shareholders and filed on SEDAR in due course.


Michael Williams, President and Director

This news release includes certain forward-looking statements or information. All statements other than statements of historical fact included in this news release, including, without limitation, statements regarding plans for the completion of a proposed Arrangement, the structure of such Arrangement and other future plans and objectives of Full Metal are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Full Metal's plans or expectations include Full Metal's ability to obtain approval of the TSX Venture Exchange, the Supreme Court of British Columbia and the shareholders of Full Metal to the proposed Arrangement and general economic, market or business conditions, regulatory changes and other risks detailed herein and from time to time in the filings made by Full Metal with securities regulators. Full Metal expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

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.

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