Imperial and American Bullion Update on Status of Arrangement
Imperial Metals Corporation, American Bullion Minerals Ltd. (“ABML”) and Red Chris Development Company Ltd. (“RCDC”) (collectively, the “Parties”) announced on February 4, 2011 that they had signed a definitive agreement (the “Agreement”) under which RCDC agreed to acquire all of the issued and outstanding common shares of ABML not presently owned by RCDC (the “Minority Shares”) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). The Parties also announced that it was anticipated that ABML would hold a special meeting prior to April 21, 2011 to consider the Arrangement and that the Arrangement would be completed by May 23, 2011.
On February 18, 2011, counsel for the holders of the Minority Shares in an outstanding class action brought by two ABML minority shareholders against RCDC, ABML and a former director of ABML (the “Oppression Action”) applied to the Supreme Court of British Columbia (the “Court”) for directions for the orderly settlement and disposition of the Oppression Action, in light of the Arrangement. The Oppression Action has been seeking an order that RCDC buy out the ABML minority shares. At the initial hearing, the Court ordered that any application to the Court in connection with the Arrangement be made in the Oppression Action, and that no communication to the Minority Shareholders be made without the approval of plaintiff’s counsel or the Court, pending a full hearing as to how the Arrangement is to proceed in conjunction with a settlement of the Oppression Action. The hearing is presently scheduled for April 13th, 2011. The parties to the Arrangement have delayed work on the Information Circular and other documents required to proceed with the Arrangement, pending the outcome of this hearing.
This news release is for informational purposes only and does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of ABML, nor shall there be any acquisition of any of the securities of ABML in any jurisdiction in which such offer, invitation, solicitation or acquisition would be unlawful.
