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Gold/Mining/Energy : Exall Resources/Glimmer Resources -- Ignore unavailable to you. Want to Upgrade?

To: winzer5 who wrote (1237)	10/31/2003 2:44:44 PM
From: winzer5	Read Replies (1) \| Respond to of 1319

Glimmer to combine with Baffinland Iron Mines 2003-10-31 13:41 ET - News Release Mr. Bo McCloskey reports GLIMMER RESOURCES INC. AND BAFFINLAND IRON MINES LIMITED ANNOUNCE BUSINESS COMBINATION Glimmer Resources and Baffinland Iron Mines Ltd. have agreed to complete a business combination with a view to further explore and, if warranted, to develop the Mary River iron ore deposits located on Baffin Island currently owned by BIML. BIML identified four distinct high-grade iron deposits during extensive exploration programs carried out on the property during the 1960s. A total of 3,319 metres in 26 holes drilled on No. 1 deposit outlined a resource of 117 million tonnes grading 68.4 per cent Fe. Under the terms of the business combination, it is proposed that Glimmer and BML will merge their businesses under the name Baffinland Iron Mines Corp. (New Baffinland), and concurrent therewith: shareholders of Glimmer will receive, in exchange for every three common shares of Glimmer, one common share of New Baffinland; and shareholders of BIML will receive, in exchange for every three common shares of BIML, four common shares of New Baffinland. The business combination is subject to the finalization of formal legal documentation, regulatory approval, shareholder approval and satisfactory due diligence. Both companies expect due diligence to be completed on or about Nov. 7, 2003. R. D. McCloskey, the president and a director of Glimmer, and McChip Resources, a company controlled by him, own approximately 44 per cent of the outstanding common shares of BIML. In addition, Mr. McCloskey and companies controlled by him own approximately 41 per cent of the outstanding common shares of Glimmer. G.A. McCreary, a director of BIML, is also a director of McChip Resources, and owns approximately 24 per cent of the outstanding common shares of BIML. After giving effect to the business combination, Mr. McCloskey will be the controlling shareholder of New Baffinland. An independent committee of the board of directors of Glimmer approved the entering into of the premerger agreement in respect of the business combination, and has agreed to recommend the business combination to the shareholders of Glimmer. The business combination is a related-party transaction as defined in Ontario Securities Commission Rule 61-501 and TSX Venture Exchange Policy 5.9, and as such, must be approved by a majority of disinterested shareholders of Glimmer at a special meeting of Glimmer shareholders, which is expected to be held on Dec. 18, 2003. Following a review of a number of mineral properties, taking into consideration Glimmer's present financial status and based on the advice of the independent committee, the board of directors of Glimmer has concluded that the business combination is in the best interests of Glimmer and its shareholders. The business combination would provide the corporation with the opportunity to continue to participate, through ownership of New Baffinland, in a well-financed exploration program on a mineral property of merit. The management team of New Baffinland will comprise R.D. McCloskey, BSc, MBA, PEng, G.A. McCreary, BSc, MBA, PEng, and M.T. Zurowski, BASc, PEng. Concurrent with the completion of the business combination, it is proposed that New Baffinland will complete a private placement equity financing by issuing a maximum of 6.25 million common shares at a price of 40 cents per common share to raise gross proceeds of up to $2.5-million. Net proceeds of the financing will be used for working capital and general corporate purposes. After giving effect to the business combination and the financing, there will be approximately 13,361,000 common shares of New Baffinland outstanding, of which 15.96 per cent will be held by former shareholders of Glimmer, 37.26 per cent by former shareholders of BIML and 46.78 per cent by subscribers to the proposed financing. WARNING: The company relies upon litigation protection for "forward-looking" statements. Comments? Winzer