CORRECTING and REPLACING
Wits Basin Executes Definitive Merger Documents
April
26, 2007 04:54 PM Eastern Daylight Time
MINNEAPOLIS--(BUSINESS WIRE)--This press release
amends certain information provided in a press release
of Wits Basin Precious Minerals Inc. dated April 20,
2007.
The corrected release reads:
WITS BASIN EXECUTES
DEFINITIVE MERGER DOCUMENTS
Wits Basin Precious Minerals Inc. (OTCBB: WITM) is
pleased to announce that it has finalized and executed
the definitive documents regarding the announced merger
with Easyknit Enterprise Holdings Limited (SEHK:616).
The exchange will grant a minimum of 21 shares of
Easyknit for each share of Wits Basin. Any additional
payment of Easyknit shares may be used for the purpose
of exercised warrants, options, transaction and fee
expenses, and ongoing financing costs.
The rules of the Hong Kong Stock Exchange regarding a
material acquisition require the trading of the Easyknit
shares to be suspended until the Hong Kong Stock
Exchange permits resumption of trading.
Pursuant to the terms of the merger, Easyknit will
file immediately with the depository trustee to commence
the initiation of the ADR program. The ADR program will
enable our North American shareholders to have a North
American exchange available to them to buy and sell
their respective shares after completion of the merger.
The Company intends to implement the ADR program in
conjunction with the merger.
Both companies have agreed to use good faith and best
efforts to complete the merger. The merger documents
require a break fee of US$30M dollars for any arbitrary
termination of the merger by either party.
_____________________________________________________________________________________
Disclaimer
Cautionary Statement
Regarding Forward-Looking Information:
Information set forth in this release contains
forward-looking statements, which involve a number of
risks and uncertainties. Wits Basin cautions readers
that any forward-looking information is not a guarantee
of future performance and that actual results could
differ materially from those contained in the
forward-looking information. Such forward-looking
statements include, but are not limited to, statements
about the benefits of the business combination
transaction involving Wits Basin and Easyknit, including
future financial and operating results, the new
company�s plans, objectives, expectations and intentions
and other statements that are not historical facts. The
following factors, among others, could cause actual
results to differ from those set forth in the
forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed
terms and schedule; the failure of Wits Basin
stockholders or Easyknit stockholders to approve the
transaction; the risk that the businesses will not be
integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be
fully realized or may take longer to realize than
expected; disruption from the transaction making it more
difficult to maintain relationships with customers,
employees or suppliers; competition and its effect on
pricing, spending, third-party relationships and
revenues. Additional factors that may affect future
results are contained in Wits Basin�s filings with the
SEC, which are available at the SEC�s web site
http://www.sec.gov. Wits Basin
disclaims any obligation to update and revise statements
contained in these materials based on new information or
otherwise.
Additional Information
about this Transaction:
This document does not constitute an offer to exchange
or sell or an offer to exchange or buy any securities.
This document may be deemed to be solicitation material
in respect of the proposed merger of Wits Basin and
Easyknit.
An offer of securities in the
United States pursuant to a business combination
transaction will only be made through a prospectus which
is part of an effective registration statement filed
with the U.S. Securities and Exchange Commission (the
�SEC�). In connection with the proposed transaction,
Easyknit will file a registration statement on Form F-4,
which will include a proxy statement of Wits Basin that
also constitutes a prospectus of Easyknit, and other
documents with the SEC. Shareholders of Wits Basin are
encouraged to read the definitive registration statement
on Form F-4 and any other relevant documents filed or
that will be filed with the SEC, including the
definitive proxy statement/prospectus that will be part
of the definitive registration statement on Form F-4, as
they become available because they contain or will
contain important information about the proposed merger.
The final proxy statement/prospectus will be mailed to
shareholders of Wits Basin. Investors and security
holders will be able to obtain the documents free of
charge at the SEC�s web site,
www.sec.gov, or from Wits
Basin�s Investor Relations at Lighthouse Communications
(866) 739-0390 or
info@lhcom.bz.
Participants in
Solicitation:
Wits Basin and its directors and executive officers and
other members of management and employees may be deemed
to be participants in the solicitation of proxies from
the shareholders of Wits Basin in connection with the
proposed merger. Information about the directors and
executive officers of Wits Basin and their ownership of
Wits Basin common stock is set forth in its Annual
Report on Form 10-KSB, as filed with the SEC on April
16, 2007. Additional information regarding the interests
of such participants may be obtained by reading the
registration statement on Form F-4 and proxy
statement/prospectus when it becomes available.
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