ALBUQUERQUE and VANCOUVER, Nov. 19 /PRNewswire-FirstCall/ - Nu-Mex Uranium Corp. ("Nu-Mex") and NWT Uranium Corp. ("NWT") have today entered into a letter agreement (the "Letter Agreement") that contemplates the acquisition of NWT by Nu-Mex. The Letter Agreement requires that the two companies enter into a definitive agreement no later than December 20, 2007, and that the definitive agreement will contain customary conditions to closing, including the required approvals from the Ontario Court of Superior Justice, the TSX Venture Exchange (the "Exchange") and the shareholders of NWT. The proposed transaction is also subject to Nu-Mex arranging a financing of not less than $10 million and up to $25 million which is to close concurrently with the completion of the transaction. Additionally, the proposed transaction is subject to NWT's receipt of a favourable fairness opinion and to the shares of common stock of Nu-Mex being listed on a Canadian stock exchange.Under the terms of the Letter Agreement the proposed transaction is expected to be effected by way of a statutory plan of arrangement (the "POA") under the Business Corporations Act (Ontario). It is expected that the POA will contemplate the acquisition of all of the NWT shares, directly or indirectly by Nu-Mex in exchange for Nu-Mex shares. NWT security-holders will receive an appropriate number of Nu-Mex securities in exchange for their NWT securities.
The Letter Agreement contemplates an exchange ratio of one third (1/3) of one share of Nu-Mex common stock for every issued and outstanding common share of NWT. Any outstanding options, warrants and similar rights to acquire common shares of NWT will be exchanged for analogous options, warrants and similar rights to acquire common shares of Nu-Mex at the same exchange ratio.
The Letter Agreement imposes a mutual standstill on Nu-Mex and NWT during its term. In the event that the Letter Agreement is terminated and either party accepts a superior proposal, the Letter Agreement imposes a cash break fee of 2% of the market capitalization of NWT, subject to a minimum amount of CDN$5 million.
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