Wits Basin Executes Definitive Merger Documents
Friday April 20, 7:34 am ET
MINNEAPOLIS--(BUSINESS WIRE)--Wits Basin Precious
Minerals Inc. (OTCBB:WITM
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News) is pleased to announce that it has finalized
and executed the definitive documents regarding the
announced merger with Easyknit Enterprise Holdings
Limited (SEHK:616
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News).
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.
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About
Wits Basin Precious Minerals Inc.
We are a
minerals exploration and development company holding
interests in three exploration projects and currently do
not claim to have any mineral reserves on any project.
Our common stock trades on the Over-the-Counter Bulletin
Board under the symbol �WITM.� To find out more about
Wits Basin Precious Minerals Inc. (OTCBB: WITM) visit
our website at www.witsbasin.com.
Forward-Looking Statements and Risk Factors
The statements included in this press release
concerning predictions of economic performance and
management�s plans and objectives constitute
forward-looking statements made pursuant to the safe
harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. This press release
contains forward-looking statements that involve risks
and uncertainties that could cause actual results to
differ materially. Such statements are valid only as of
today, and we disclaim any obligation to update this
information. These statements are subject to known and
unknown risks and uncertainties that may cause actual
future experience and results to differ materially from
the statements made. These statements are based on our
current beliefs and expectations as to such future
outcomes. These risks and uncertainties include, among
others, the Company�s ability to obtain or maintain
regulatory approvals; the Company�s ability to obtain
necessary financing; the Company�s ability to enter into
and meet all the conditions to consummate the proposed
merger agreement, and other risks and uncertainties
described in the Company�s filings from time to time
with the Securities and Exchange Commission. The Company
disclaims any obligation to update its forward-looking
statements.
In
addition, the exploration for and development of mineral
deposits involves significant financial risks, which
even experience and knowledge may not eliminate,
regardless of the amount of careful evaluation applied
to a process. While the discovery of a mineral deposit
may result in substantial rewards, few properties are
ultimately developed into producing mines. Moreover, we
cannot make any estimates regarding probable reserves in
connection with any of our projects and any estimates
relating to possible reserves are subject to significant
risks. Therefore, no assurance can be given that any
size of reserves or grades of reserves will be realized.
If a discovery is made, the mineral deposit discovered,
assuming recoverable, may differ from the reserves
already discovered and recovered by others in the same
region of the planned areas of exploration. Further, the
cost of exploration and exploitation can be extensive
and there is no assurance that we will have the
resources necessary or the financing available to pursue
projects we currently hold interests in or to acquire
interests in other mineral exploration projects that may
become available. The risks we face are numerous and
detailed information regarding these risks may be found
in filings made by us with the Securities and Exchange
Commission, including our most recent annual report on
Form 10-KSB, quarterly reports on Form 10-QSB and
reports on Form 8-K.
The
proposed merger with Easyknit is subject to various
contingencies, including negotiation and execution of
definitive documentation, completion of due diligence,
receipt of required regulatory approvals, and board and
shareholder approvals by both parties.
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