Hinterland Metals Inc.
TSX VENTURE : HMI

Hinterland Metals Inc.

April 04, 2011 09:34 ET

Hinterland Executes Arrangement Agreement with Stakeholder Gold Corp.

VAL D'OR, QUEBEC--(Marketwire - April 4, 2011) -

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES

Hinterland Metals Inc. (TSX VENTURE:HMI) ("Hinterland") is pleased to announce the execution of an Arrangement Agreement with Stakeholder Gold Corp. ("Stakeholder"), it's wholly-owned subsidiary, pursuant to which 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 million shares. As previously announced by Hinterland (see press release dated February 1, 2011), Hinterland intends to keep 7.5% of the shares received from Stakeholder and distribute the balance to its shareholders.

The transactions contemplated by the agreement will be carried out as a plan of arrangement (the "Arrangement") under the provisions of the Canada Business Corporations Act. Under the Arrangement, each Hinterland common share will be exchanged for 0.25 of a new common share of Hinterland and 0.23125 of a Stakeholder common share. Furthermore, the Arrangement contemplates that holders of outstanding warrants and options shall be entitled to receive new Hinterland common shares and Stakeholder common shares upon the exercise thereof in accordance with the aforementioned ratios (for more information on the terms and conditions of the exercise of the convertible securities of Hinterland under the Arrangement, see the Plan of Arrangement attached to the Arrangement Agreement which is being filed at www.sedar.com concurrently with the dissemination of this press release). Following the closing of the Arrangement, Hinterland will have approximately 20 million common shares issued and outstanding.

Hinterland expects to hold its annual and special meeting of shareholders (the "Meeting") to approve the Arrangement by the end of May 2011. In this regard, Hinterland will be mailing to its shareholders and convertible security holders (the "Securityholders") an information circular (the "Circular") containing information on the Arrangement and Stakeholder. Hinterland expects the Circular to be sent out to its Securityholders within a delay of approximately 30 days.

The closing of the Arrangement is subject to number of conditions, including (i) the Arrangement being approved by the Superior Court of Québec and by the shareholders of Hinterland by a majority of 66 2/3% of the votes cast at the Meeting, (ii) holders of not more than 2% of the issued and outstanding common shares of Hinterland having exercised their right of dissent in respect of the Arrangement, (iii) the TSX Venture Exchange having conditionally approved the 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.

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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.

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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