VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 06/29/11 -- Full Metal Minerals Ltd. (TSX VENTURE: FMM) and Full Metal Zinc Ltd. today announced that Full Metal Minerals shareholders have approved the spin-out transaction involving Full Metal Zinc, and the British Columbia Supreme Court has granted its final order in respect of the transaction. Monday, July 4, 2011 is expected to be the last trading day to acquire Full Metal Minerals shares on the TSX Venture Exchange and still receive common shares of Full Metal Zinc on the closing of the spin-out. The complete expected timetable for the closing is outlined below, subject to final TSX Venture Exchange approval:
-- Monday, July 4, 2011 - Last day to acquire Full Metal Minerals shares on the TSX Venture Exchange and still receive Full Metal Zinc shares on the closing of the spin-out. -- Tuesday, July 5, 2011 through Thursday, July 7, 2011 - Trading of Full Metal Minerals shares on the TSX Venture Exchange will be halted. -- Friday, July 8, 2011 - Spin-out transaction and non-brokered private placement of Full Metal Zinc closes (see below). Full Metal Minerals shareholders of record as at 12:01 a.m. on July 8, 2011 will be entitled to receive Full Metal Zinc securities. Trading of Full Metal Minerals shares on the TSX Venture Exchange will open on a consolidated basis (see below). -- Tuesday, July 12, 2011 - Trading in Full Metal Zinc shares expected to commence on the TSX Venture Exchange at market open under the trading symbol FZ (subject to final TSX Venture Exchange approval).
Under the spin-out transaction, Full Metal Minerals shareholders of record reflected as at 12:01 a.m. on July 8, 2011 on the register of shareholders maintained by the Full Metal Minerals registrar and transfer agent will be mailed certificates representing 1/6 of one common share of Full Metal Zinc for every one common share of Full Metal Minerals held at such time.
As a mechanical step of the spin-out transaction, the authorized share structure of Full Metal Minerals will also be amended, including by way of a 1-for-3 consolidation, ultimately resulting in each pre-consolidation common share of Full Metal Minerals being exchanged for 1/3 of one post-consolidation Class A common share of Full Metal Minerals. Certificates formerly representing pre-consolidation common shares of Full Metal Minerals will from and after the effective time of the spin-out transaction represent post-consolidation Class A common shares of Full Metal Minerals. Any future issuance of certificates representing Class A common shares of Full Metal Minerals will use the new form of certificates with ISIN CA 35968C4064. A letter of transmittal containing instructions with respect to the deposit of certificates for pre-consolidation common shares of Full Metal Minerals with Computershare Investor Services Inc. will be forwarded to registered holders of record as at 12:01 a.m. on July 8, 2011 of pre-consolidation common shares of Full Metal Minerals for use in exchanging their certificates for certificates representing post-consolidation Class A common shares of Full Metal Minerals. Upon return of a properly completed letter of transmittal, together with certificates representing pre-consolidation common shares of Full Metal Minerals and such other documents as Computershare Investor Services Inc. may require, certificates for the appropriate number of post-consolidation Class A common shares of Full Metal Minerals will be distributed.
In connection with the completion of the spin-out transaction, Full Metal Zinc expects to complete a non-brokered financing of approximately 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 will be 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. Full Metal Zinc may pay finder's fees in cash and/or securities of Full Metal Zinc in connection with the financing.
Full Metal Minerals and Full Metal Zinc are filing on the SEDAR website at www.sedar.com an updated fully-independent National Instrument 43-101 technical report with respect to the 40 Mile project in Alaska that will be indirectly assigned to Full Metal Zinc in connection with the spin-out transaction.
ON BEHALF OF THE BOARD OF DIRECTORS OF FULL METAL MINERALS
Michael Williams, President and Director
ON BEHALF OF THE BOARD OF DIRECTORS OF FULL METAL ZINC
Robert McLeod, President, Chief Executive Officer 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.