Full Metal Minerals Closes Spin-out of Full Metal Zinc and Shareholders to Receive Common Shares of Full Metal Zinc
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 07/08/11 -- Full Metal Minerals Ltd. (TSX VENTURE: FMM) and Full Metal Zinc Ltd. today announced that the spin-out of Full Metal Zinc Ltd. has been completed. As a result, holders of record of common shares of Full Metal Minerals as at 12:01 a.m. on July 8, 2011 with the registrar and transfer agent of Full Metal Minerals have been issued 1/3 of one Class A common share of Full Metal Minerals and 1/6 of one common share of Full Metal Zinc for every one pre-transaction common share of Full Metal Minerals held.
Trading in common shares of Full Metal Minerals is expected to open today on a consolidated basis. Trading in common shares of Full Metal Zinc is expected to commence on the TSX Venture Exchange at market open on Tuesday, July 12, 2011 under the trading symbol 'FZ'.
The general Canadian federal income tax consequences of the spin-out transaction are summarized under 'Certain Canadian Federal Income Tax Considerations' in the information circular of Full Metal Minerals dated April 19, 2011 filed on the SEDAR website at www.sedar.com, including the treatment of common shares of Full Metal Zinc distributed to Full Metal Minerals' shareholders. In particular, for Canadian federal income tax purposes, the determination of the income tax consequences to Full Metal Minerals shareholders depends on the fair market value of the common shares of Full Metal Zinc. Management of Full Metal Minerals has advised that it is of the view that each common share of Full Metal Zinc has a fair market value of $0.25, which is less than the paid-up capital attributable to each common share in the capital of Full Metal Minerals for federal income tax purposes. No such determination of value by Full Metal Minerals will, however, be binding on the Canadian tax authorities.
Each share purchase warrant of Full Metal Minerals outstanding immediately prior to the effective date of the spin-out transaction represents the right following completion of the spin-out transaction, in lieu of receiving pre-effective date common shares of Full Metal Minerals, to receive, upon exercise of the warrant, including payment of the same aggregate exercise price in effect immediately prior to the effective date, (i) that number of Class A common shares of Full Metal that is equal to 1/3 of the number of common shares of Full Metal that were issuable upon exercise of the warrant immediately prior to the effective date and (ii) that number of common shares of Full Metal Zinc that is equal to 1/6 of the number of common shares of Full Metal that were issuable upon exercise of the warrant immediately prior to the effective date.
About Full Metal Zinc Ltd.
In connection with the transaction, Full Metal Zinc became a reporting issuer or the equivalent in British Columbia, Alberta, the Northwest Territories and the Yukon Territory. The financial year end of Full Metal Zinc has been set at May 31. Full Metal Zinc expects to file audited financial statements for the financial period ended May 31, 2011 and thereafter unaudited financial statements for the three, six and nine month periods ending August 31, 2011, November 30, 2011 and February 29, 2012, respectively, and audited financial statements for the year ending May 31, 2012.
Upon completion of the spin-out transaction, Full Metal Zinc now holds Full Metal Minerals' interests in the 40 Mile zinc property in Alaska.
In connection with the completion of the spin-out transaction, Full Metal Zinc is today completing a non-brokered financing of 8,800,000 units of Full Metal Zinc at a price of $0.25 per unit for gross proceeds of $2,200,000. Each unit is comprised of one common share of Full Metal Zinc and one-half of one common share purchase warrant of Full Metal Zinc, each whole such warrant exercisable for one additional common share of Full Metal Zinc at a price of $0.35 per share for a period of 24 months from the date of issuance, subject to adjustment.
In connection with the Full Metal Zinc financing, Full Metal Zinc is paying an aggregate of $160,000 in finder's fees and issued an aggregate of 640,000 share purchase warrants of Full Metal Zinc, to one finder. Each finder's warrant is exercisable for one common share of Full Metal Zinc at a price of $0.35 per share for a period of 24 months from the date of issuance, subject to adjustment.
The securities issued and issuable in connection with the Full Metal Zinc financing are subject to a hold period and may not be traded until November 9, 2011 except as permitted by Canadian securities legislation and the TSX Venture Exchange.
Based on there being 148,895,930 common shares of Full Metal Minerals outstanding immediately prior to the effective time of the spin-out transaction, the issued capital of Full Metal Zinc will be approximately as follows (subject to adjustments for fractional shares under the spin-out transaction) including the completion of the Full Metal Zinc financing:
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No. of Full Metal Zinc
Capitalization Shares
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Incorporation Full Metal Zinc share 1
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Full Metal Zinc shares issued in connection with
spin-out transaction 24,815,988
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Full Metal Zinc shares issued in connection with
the Full Metal Zinc financing 8,800,000
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Total(1)(2) 33,615,989
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1. Up to an additional approximately 5,935,821 Full Metal Zinc shares may be
issued if all of the currently outstanding stock options and share purchase
warrants of Full Metal Minerals are exercised for, among other things, Full
Metal Zinc shares following the effective date of the spin-out transaction.
2. Up to an additional 5,040,000 Full Metal Zinc shares may be issued if all
of the share purchase warrants being issued under the Full Metal Zinc
financing, including the finder's warrants, are exercised.
ON BEHALF OF THE BOARD OF DIRECTORS OF FULL METAL MINERALS LTD.
Michael Williams, President and Director
ON BEHALF OF THE BOARD OF DIRECTORS OF FULL METAL ZINC LTD.
Robert McLeod, President, Chief Executive Officer and Director
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 financings and listings and other future plans and objectives of Full Metal Minerals and Full Metal Zinc 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 Minerals' or Full Metal Zinc's plans or expectations general economic, market or business conditions, regulatory changes and other risks detailed herein and from time to time in the filings made with securities regulators. Full Metal Minerals and Full Metal Zinc expressly disclaim 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.
Contacts:
Full Metal Minerals Ltd.
Jeff Sundar
Vice-President
604-484-7855
604-484-7155 (FAX)
info@fullmetalminerals.com
www.fullmetalminerals.com
Full Metal Zinc Ltd.
Robert McLeod
President, Chief Executive Officer and Director
604-484-7855
604-484-7155 (FAX)