Nu-Mex Uranium Corp. and NWT Uranium Corp. sign letter agreement for a business combination

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[{"type":"text","content":"\n\n\n\nALBUQUERQUE and VANCOUVER, Nov. 19 /CNW/ - Nu-Mex Uranium Corp.\n("Nu-Mex") and NWT Uranium Corp. ("NWT") have today entered into a letter\nagreement (the "Letter Agreement") that contemplates the acquisition of NWT by\nNu-Mex. The Letter Agreement requires that the two companies enter into a\ndefinitive agreement no later than December 20, 2007, and that the definitive\nagreement will contain customary conditions to closing, including the required\napprovals from the Ontario Court of Superior Justice, the TSX Venture Exchange\n(the "Exchange") and the shareholders of NWT. The proposed transaction is also\nsubject to Nu-Mex arranging a financing of not less than $10 million and up to\n$25 million which is to close concurrently with the completion of the\ntransaction. Additionally, the proposed transaction is subject to NWT's\nreceipt of a favourable fairness opinion and to the shares of common stock of\nNu-Mex being listed on a Canadian stock exchange.\n\n\nUnder the terms of the Letter Agreement the proposed transaction is\nexpected to be effected by way of a statutory plan of arrangement (the "POA")\nunder the Business Corporations Act (Ontario). It is expected that the POA\nwill contemplate the acquisition of all of the NWT shares, directly or\nindirectly by Nu-Mex in exchange for Nu-Mex shares. NWT security-holders will\nreceive an appropriate number of Nu-Mex securities in exchange for their NWT\nsecurities.\n\n\nThe Letter Agreement contemplates an exchange ratio of one third (1/3) of\none share of Nu-Mex common stock for every issued and outstanding common share\nof NWT. Any outstanding options, warrants and similar rights to acquire common\nshares of NWT will be exchanged for analogous options, warrants and similar\nrights to acquire common shares of Nu-Mex at the same exchange ratio.\n\n\nThe Letter Agreement imposes a mutual standstill on Nu-Mex and NWT during\nits term. In the event that the Letter Agreement is terminated and either\nparty accepts a superior proposal, the Letter Agreement imposes a cash break\nfee of 2% of the market capitalization of NWT, subject to a minimum amount of\nCDN$5 million.\n\n\nNu-Mex and NWT are arm's length parties, and the insiders of each are\nalso all at arm's length. It is presently anticipated that upon completion of\nthe PO...

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