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To: Goose94 who wrote (686)8/14/2013 3:22:06 PM
From: Goose94Respond to of 202936
 
XTM-V halted



To: Goose94 who wrote (686)8/14/2013 4:32:55 PM
From: Goose94Read Replies (1) | Respond to of 202936
 
Transition Metals (XTM-V) completes merger with HTC Minerals - Project generator

Aug 14, 2013 - News Release

Transition Metals Corp. has completed the plan of arrangement to combine its business with HTX Minerals Corp. By request of the Company, trading of Transition shares has been halted to allow for closing procedures to be completed. When trading commences, which is anticipated to be on Monday August 19th, it will be on a post-consolidation basis. "This is an important step forward for both companies, including their shareholders, employees and partners." commented Scott McLean, P.Geo., President & CEO of Transition. "The new Transition Metals is a much larger project generator focused on the discovery of gold, platinum and base metal deposits in Canada, and has a strong and exciting project portfolio."

Share Capital

Under the terms of the plan of arrangement, all common shares of Transition have been consolidated on a 2:1 basis. HTX shareholders have received shares of Transition at an exchange ratio of 0.8 post-consolidation Transition shares for each HTX share, and all shares of Transition held by HTX have been cancelled. As a result and subject to fractional rounding associated with the consolidation, there are now approximately 25,756,545 Transition shares issued and outstanding.

Equity Financial Trust Company has been appointed Escrow Agent and is holding 3,978,745 shares and 31,600 warrants on behalf of directors and officers of the company. The escrow shares are subject to a Tier 2 value escrow imposed by the TSXV, and these securities will be released according to the following schedule: 10% on closing, and the remainder in equal tranches of 15% every six months for the next 36 months.

Board of Directors

The board members of Transition are Scott McLean, P.Geo. Tom Atkins, B.Sc., MBA, W.S. (Steve) Vaughan, B.Sc., M.A., LLP, Jon G. Baird, B.Sc., P.Eng., Brian L. Montgomery, LLB, Jason Marks, P.Eng., MBA, and Dr. Bill Pearson, P.Geo. Brian Montgomery, Jason Marks and Bill Pearson were previously on the HTX board. Biographies of directors are available on the Transition website at www.transitionalmetalscorp.com, which is being updated to reflect the business combination.

We seek Safe Harbor.