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International Minerals Makes Superior Offer to Acquire Metallic Ventures
Friday, October 30, 2009 12:52 AM


(Source: Business Wire)trackingInternational Minerals Corporation (TSX:IMZ) and (SIX:IMZ) has made an offer to acquire all of the common shares of Metallic Ventures Gold Inc. ("Metallic," TSX: MVG) for US$24 million in cash and 8.5 million common shares of IMZ. IMZ's proposal has been determined by the Board of Directors of Metallic to be a superior offer relative to the current offer by Solitario Exploration & Royalty Corp. ("Solitario") to acquire Metallic.

Metallic has issued a news release stating that its Board of Directors recognize that the IMZ proposed acquisition transaction is superior to the terms of the arrangement agreement between Metallic and Solitario, originally announced by Metallic on August 24, 2009, as amended by Solitario on October 13, 2009 (the "Solitario Arrangement Agreement").

Under the terms of the Solitario Arrangement Agreement, Solitario now has a period of 72 hours (the "Notice Period") to offer to amend the terms of the Solitario Arrangement Agreement. This Notice Period will expire at 9:00 a.m. (Toronto time) on November 2, 2009.

If, within the Notice Period, Solitario offers to amend the Solitario Arrangement Agreement such that the Board of Directors of Metallic determines that the proposed transaction with IMZ is no longer a superior proposal, Metallic will be required to enter into an amendment to the existing Solitario Arrangement Agreement and implement the amended Solitario Arrangement Agreement. In that circumstance, the offer by IMZ to enter into a proposed transaction with Metallic will be terminated.

If within the Notice Period Solitario does not offer, or notifies the Metallic Board that it does not intend to offer, to amend the Solitario Arrangement Agreement, or if the proposed IMZ transaction continues to be superior to any proposed amendment to the Solitario Arrangement Agreement, Metallic has advised that it intends to (a) terminate the Solitario Arrangement Agreement; (b) pay to Solitario the agreed transaction break fee of US$2.2 million; and (c) accept IMZ's offer.



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