TORONTO, Oct. 10, 2012 /PRNewswire/ - Duluth Metals Limited ("Duluth Metals" or the "Company") (TSX: DM) (TSX: DM.U) previously announced the distribution to its shareholders of record ("Shareholders of Record") as at August 23, 2011 of a dividend in kind, consisting of special warrants ("Special Warrants") automatically convertible to common shares of Duluth Exploration Limited ("DEL"), a spin-off entity which is a wholly-owned Canadian subsidiary of the Company. In August 2011, the Special Warrants were distributed to Shareholders of Record on the basis of one Special Warrant for every 15 common shares of Duluth Metals.
These Special Warrants are an intermediate step to the issuance of freely trading shares. This step is required as DEL is currently a private company and thus does not trade on any stock exchange.
The Special Warrants will automatically convert into freely trading shares of DEL subject to and at such time DEL completes both: (a) a National Instrument 43-101 ("NI 43-101") compliant Technical Report prepared by an independent Qualified Person (as such term is defined in NI 43-101) in respect of the properties of DMC (USA) LLC (a wholly-owned subsidiary of Duluth Metals); and (b) a liquidity event (a "Liquidity Event") involving any one of the following: (i) a significant financing of not less than $16,000,000 and the listing of DEL's common shares on a Canadian, UK or US stock exchange; (ii) a "reverse take-over" with a company listed on a Canadian, UK or US stock exchange; or (iii) the completion by DEL of an IPO and the listing of its common shares on a Canadian, UK or US stock exchange.
The terms of the Special Warrants require that DEL complete a NI 43-101 compliant Technical Report in respect of the properties of DMC (USA) LLC (the "DMC Properties") and a Liquidity Event by January 18, 2013 (the "Deadline"), failing which the Special Warrants will expire and DEL will continue to be a subsidiary of Duluth Metals.
After conferring with the Toronto Stock Exchange, DEL has now extended the Deadline to July 31, 2013 but otherwise all other terms and conditions of the Special Warrants continue to apply.
The reason for the extension of the Deadline is the direct result of (i) the delay in receiving drilling permits for the DMC Properties which prevented the drilling necessary to complete the N1 43-101 compliant Technical Report and (ii) current market and IPO conditions.
Duluth Metals is pleased to announce that on September 21, 2012 the requested drilling permits were received and drilling on the DMC Properties commenced on September 24, 2012. However, a NI 43-101 compliant Technical Report with respect to the DMC Properties can only be completed after receipt of initial results from the drilling program.
About the Companies
Duluth Metals is committed to acquiring, exploring and developing copper, nickel and platinum group metal (PGM) deposits. Duluth Metals has a joint venture with Antofagasta plc on the Twin Metals Project, located within the rapidly emerging Duluth Complex mining camp in north eastern Minnesota. The Duluth Complex hosts one of the world's largest undeveloped repositories of copper, nickel and PGMs, including the world's third largest accumulation of nickel sulphides, and one of the world's largest accumulations of polymetallic copper and platinum group metals. Aside from the joint venture, Duluth Metals retains a 100% position on approximately 40,000 acres of mineral interests on exploration properties adjacent to and nearby the Twin Metals Project.
DEL will, through its shareholdings in Duluth Exploration (USA) Inc., be a company focused on exploration and development of those properties held by DMC (USA) LLC in the Duluth Complex.
DMC (USA) LLC is a company committed to the exploration and development of certain properties located in the Duluth Complex. DMC (USA) LLC is a wholly owned subsidiary of Duluth Metals (Canada) ULC, which in turn is a wholly owned subsidiary of Duluth Metals Limited.
This press release contains forward-looking statements (including "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995) relating to Duluth Metals' operations, the environment in which it operates, its mineral properties and the transactions described in this press release. Duluth Metals has relied on a number of assumptions and estimates in making such forward-looking statements, including, without limitation, the timing expected to complete the NI 43-101 compliant Technical Report and the Liquidity Event. Such assumptions and estimates are made in light of the trends and conditions that are considered to be relevant and reasonable based on information available and the circumstances existing at this time. A number of risk factors may cause actual results or outcomes to be materially different from those expressed or implied by such forward-looking statements including, without limitation, market conditions, the failure to receive the approval of the Toronto Stock Exchange, or other required regulatory and stock exchange approvals, for the transactions described in this press release and other factors set forth in other public filings of Duluth Metals. Forward-looking statements are not guarantees of future performance and such information is inherently subject to known and unknown risks, uncertainties and other factors that are difficult to predict and may be beyond the control of Duluth Metals. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Consequently, undue reliance should not be placed on such forward-looking statements. In addition, all forward-looking statements in this press release are given as of the date hereof.
Duluth Metals disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws. The forward-looking statements contained herein are expressly qualified by this disclaimer.
SOURCE Duluth Metals Limited