Sino Vanadium Inc.
TSX VENTURE : SVX

Sino Vanadium Inc.

December 07, 2011 18:01 ET

Sino Vanadium Inc. Announces Substantial Completion of Proposed Take Private Transaction

TORONTO, ONTARIO--(Marketwire - Dec. 7, 2011) - Sino Vanadium Inc. ("Sino" or "the Company") (TSX VENTURE:SVX): Further to its press release of November 4, 2011, the Company is pleased to announce the substantial completion of its previously announced management sponsored take private transaction (the "Take Private Transaction") pursuant to the terms and conditions of the support agreement dated November 3, 2011 between the Company and Fit Plus Holdings Ltd.

At a special meeting of its common shareholders held today in Toronto, Ontario (the "Meeting") the Company received all required shareholder approvals to permit the redemption of certain of its common shares pursuant to the terms of the Support Agreement (the "Redemption").

Immediately subsequent to the Meeting the Company's common shares were halted from trading on the facilities of the TSX Venture Exchange (the "Exchange"), and the C ompany proceeded with the Redemption. Pursuant to the Redemption, the Company redeemed all common shares of the Company held by the Minority Shareholders of the Company (as defined in the Support Agreement) at a price of $0.27 per common share.

Further to the completion of the Take Private Transaction, and in accordance with the terms of the Support Agreement, certain directors and officers of the Company tendered their resignations as requested by Fit Plus.

In addition, the Company has made application to the Exchange for final approval of the Take Private Transaction and the delisting of the common shares of the Company from the facilities of the Exchange. Delisting of the Company's common shares is expected to occur prior to December 15, 2011 and it is not expected that the common shares will resume trading prior to such time. Upon confirmation of the delisting, the Company intends to make application to the applicable securities regulatory authorities to cease to be a reporting issuer in each province in which it currently holds such status. Subject to receipt of the above referenced approvals, the Take Private Transaction will be complete in accordance with the terms of the Support Agreement.

Registered shareholders are reminded that they must complete and submit the letter of transmittal that was sent to them with the Company's Notice and Information Circular in respect of the Meeting in order to receive the consideration they are entitled to pursuant to the Redemption. A copy of the letter of transmittal can also be found on the SEDAR website at www.sedar.com. Beneficial owners of common shares (e.g. shares held through brokers, investment dealers, banks, trust companies or other nominees) should contact their broker or such other intermediary holding shares on their behalf to arrange for the delivery of the consideration to which they are entitled.

Forward-Looking Statements:

This news release contains forward-looking statements relating to the final Exchange approval of the Transaction, the de-listing of the common shares from the facilities of the Exchange and the Company's application to the applicable securities regulatory authorities to cease to be a reporting issuer in each province in which it currently holds such status. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.

The receipt of final Exchange approval, the completion of the de-listing of the common shares from the Exchange and the approval of the Company's application to the applicable securities regulatory authorities to cease to be a reporting issuer in each province in which it currently holds such status are subject to a number of terms and conditions, including, without limitation, the approval of the Exchange and applicable securities regulatory authorities. These approvals may not be obtained.

The forward-looking statements contained in this news release are made as of the date of this release. Except as required by applicable law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For additional information with respect to certain of these and other assumptions and risks, please refer to the management circular filed by the Company with the applicable securities commissions, which will be available at www.sedar.com.

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 news release.

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