Selkirk Metals Corp.
TSX VENTURE : SLK

Selkirk Metals Corp.

July 27, 2009 08:00 ET

Selkirk Metals Corp.: Merger With Imperial Metals Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 27, 2009) - Selkirk Metals Corp. ("Selkirk") (TSX VENTURE:SLK) is pleased to announce that it has entered into a letter of intent ("LOI") with Imperial Metals Corporation ("Imperial") (TSX:III) pursuant to which the two companies have agreed to merge by way of plan of arrangement (the "Transaction"), subject to shareholder and regulatory approval.

The business combination will pair Imperial's proven development, operating and financial capability with Selkirk's portfolio of development stage and advanced exploration projects. The corporation will be virtually debt free and utilize cash flow from existing operations to further explore and develop an expanded mineral asset base. Imperial is, and as a result of the Transaction continues to be focused on British Columbia, where Selkirk also has focused its operations. This Transaction also serves to bring together the technical expertise of both companies. The management and board of directors of Selkirk feel that the Transaction will allow for the continued development of both the Ruddock Creek and Catface Projects that otherwise will be more difficult in light of the current economic environment.

Under the terms of the LOI, 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. Upon completion of the Transaction, Imperial agrees to support the appointment or election of a Selkirk nominee to the board of directors of Imperial.

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

Transaction

Selkirk and Imperial 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: completion of due diligence reviews by each party; the approval of the Supreme Court of British Columbia to the Plan of Arrangement; execution of a definitive arrangement agreement; approval of the Selkirk shareholders at a special meeting of Selkirk shareholders to consider the Transaction; not more than 10% of the Selkirk shares shall have exercised their right to dissent to the Transaction; and approval of the Transaction by the TSX Venture Exchange and any other regulatory authorities. There is no certainty that the Transaction will be completed as presently contemplated, or at all.

Full details of the proposed Transaction will be included in the definitive arrangement agreement and the Management Information Circular to be prepared and filed with the regulatory authorities and mailed to Selkirk shareholders in accordance with applicable securities law.

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

About Imperial

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.

About Selkirk

Selkirk is a Vancouver based mineral exploration and development company with a large portfolio of exploration properties predominantly in British Columbia. Since it commenced operating in 2005 Selkirk has focused its field operations on the exploration and development of the Ruddock Creek Zinc/Lead project and the Catface Copper project both of which have a defined resource and development potential.

SELKIRK METALS CORP.

Gordon Keevil, President and CEO

This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or "forward-looking information" within the meaning of Canadian securities laws. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration and development activities and events or developments that the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see our public filings at www.sedar.com for further information.

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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