First Metals Inc. Obtains TSX Exemption for Share Issuance

Fri Jul 10, 2009 5:56pm EDT
 
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  TORONTO, ONTARIO, Jul 10 (MARKET WIRE) -- 
First Metals Inc. ("First Metals" or the "Company") (TSX: FMA) announced
today that the Toronto Stock Exchange ("TSX") has confirmed that the
Company is eligible for the financial hardship exemption contained in
section 604(e) of the TSX Company Manual (the "Manual") in connection
with the previously announced issuance of securities pursuant to its
proposal (the "Proposal") under the Bankruptcy and Insolvency Act. The
Proposal was approved by the creditors of First Metals on May 6, 2009 and
by the Ontario Superior Court of Justice on June 17, 2009.

    Under the terms of the Proposal, each person holding a proven secured
claim will receive 75 common shares in the capital of the Company (each a
"Common Share") and 8 warrants in the capital of the Company (each a
"Warrant") for each $1 of proven secured claim; $2,618,000 of secured
promissory notes (each a "Note") will be issued on a pro rata basis to
persons holding a proven secured claim; and the Company will distribute
$882,000 pro rata to secured claim holders. Proven secured claim holders
will also receive any future proceeds from the sale of any equipment by
the Company over $1,000, which will be applied to reduce the amount owing
pursuant to the Notes.. Each person holding a proven unsecured claim
shall receive 2 Common Shares for each $1 of proven unsecured claims held
or may instead, elect to receive a cash payment equal to ten per cent of
that person's proven unsecured claim up to a maximum of $500.

    The above terms will result in the issuance by the Company of an
estimated 287,396,705 Common Shares and 26,159,176 Warrants. Each Warrant
will be exercisable for a period of 18 months and will entitle the holder
thereof to acquire one further Common Share at an exercise price of $0.03
per Common Share for the first 12 months following the date of issue and
$0.05 for the remaining six months. The additional shares being issued
pursuant to the Proposal represent 6.7 times the number of common shares
presently outstanding.

    The total number of issued and outstanding Common Shares, following
completion of the Proposal, assuming all Warrants are exercised, would be
356,407,079. The 313,555,881 Common Shares issuable under the Proposal,
together with the currently issued and outstanding shares, represent an
832 % dilution to the currently issued and outstanding Common Shares and
would result in the current shareholders holding approximately 12% of the
Company's Common Shares following completion of the Proposal and full
exercise of the Warrants. The exercise of the Warrants would result in
cash proceeds to the Company of approximately $785,000 to $1,300,000.

    The Company is not aware of any change of control that would result from
the issuance of the Common Shares pursuant to the terms of the Proposal.
No insiders of the Company are receiving Common shares or otherwise
participating in the Proposal. The TSX requires shareholder approval,
unless an exemption is applicable, as a condition of acceptance of the
Common Shares and Warrants issued pursuant to the Proposal since the
number of Common Shares issuable would represent greater than 25% of the
outstanding common shares of Company. however as a result of the
financial position of the Company and the Proposal, the Company applied
for an exemption from such approval contained in section 604(e) of the
Manual.

    Following completion of the Proposal, the Company will be required to
meet the original listing requirements of the TSX. The TSX has advised
the Company that if it cannot demonstrate that it meets these
requirements, the TSX will initiate an expedited delisting review. Based
on the information available to the TSX as at the date of this press
release, following completion of the Proposal the Company would not
satisfy the TSX's original listing requirements.

    The Company further reports that on June 29, 2009, it filed its quarterly
financial statements and related management discussion and analysis for
the period ended March 31, 2009. Copies of these filings can be found on
SEDAR.com and on the Company's web site at www.firstmetalsinc.com. The
Company is now current with its regulatory financial filings. As a result
of the filing which remedied the defaults, the Management Cease Trade
Order dated May 25, 2009 has lapsed effective as of July 3, 2009.

    First Metal's CEO Richard Williams commented that with the reorganisation
substantially behind us, we look forward to the challenges of mine
development and growth.

    First Metals Inc. presently has approximately 42.8 million shares issued
and outstanding.

    The statements made in this news release may contain certain
forward-looking statements. Actual events or results may differ from the
Company's expectations. Certain risk factors may also affect the actual
results achieved by Company.

Contacts:
First Metals Inc.
Richard Williams
Chief Executive Officer of the Company
(416) 364-3123
rick.williams@firstmetalsinc.com
www.firstmetalsinc.com

Copyright 2009, Market Wire, All rights reserved.

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