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NWT Uranium Corp. and Nu-Mex Uranium Corp. enter into an arrangement agreement
ALBUQUERQUE, NM and VANCOUVER, Dec. 20 /CNW/ - Nu-Mex Uranium Corp. ("Nu-Mex") and NWT Uranium Co...
About this update from Captor Capital Corp
[{"type":"text","content":"\n\n\n\nALBUQUERQUE, NM and VANCOUVER, Dec. 20 /CNW/ - Nu-Mex Uranium Corp.\n("Nu-Mex") and NWT Uranium Corp. ("NWT") announced today they have entered\ninto an arrangement agreement (the "Arrangement Agreement") pursuant to which\nNu-Mex will acquire 100% of the securities of NWT through a court-approved\nplan of arrangement (the "Arrangement").\n\n\nThe Board of Directors of NWT, based in part on the recommendation of the\nIndependent Committee of Directors, has unanimously recommended that NWT\nshareholders vote in favour of the Arrangement. The NWT Board has also\nreceived an opinion from its financial advisor, Evans & Evans, Inc., that the\nconsideration to be received by NWT shareholders is fair from a financial\npoint of view.\n\n\nThe acquisition will be completed by way of a court-approved plan of\narrangement whereby each NWT common share will be exchanged for 0.40 of a\nNu-Mex common share. Any outstanding options and warrants to acquire common\nshares of NWT will be exchanged for analogous options and warrants to acquire\ncommon shares of Nu-Mex at the same exchange ratio.\n\n\nThere are currently 35,625,000 Nu-Mex common shares outstanding and\n106,031,342 NWT common shares outstanding. Should the proposed Arrangement be\ncompleted and Nu-Mex acquires 100% of the NWT common shares, current Nu-Mex\nshareholders would own approximately 46% of Nu-Mex and current NWT\nshareholders would own approximately 54% of Nu-Mex (assuming that after the\ndate hereof there would not be any additional common share issuances by either\nparty, and not including any common shares issued in connection with the\nfinancing by Nu-Mex referred to below).\n\n\nThe Arrangement Agreement includes mutual customary non-solicitation\ncovenants on NWT and Nu-Mex but provides each party with the ability to\nrespond to unsolicited proposals in accordance with the terms of the\nArrangement Agreement. In the event that the Arrangement Agreement is\nterminated and either party accepts a superior proposal, the Arrangement\nAgreement imposes a termination fee of cash equal to the greater of: (i)\n$5,000,000; and (ii) 2% of the market capitalization of NWT.\n\n\nThe completion of the Arrangement is subject to a number of customary\nconditions precedent, including that the Arrangement be approved by 66 2/3% of\nt...