Vancouver — March 25, 2011 — Imperial Metals Corporation (III-TSX), American Bullion Minerals Ltd. (“ABML”) and Red Chris Development Company Ltd. (“RCDC”) (collectively, the “Parties”) announced on February 4, 2011 that they had signed a definitive agreement (the “Agreement”) under which RCDC agreed to acquire all of the issued and outstanding common shares of ABML not presently owned by RCDC (the “Minority Shares”) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). The Parties also announced that it was anticipated that ABML would hold a special meeting prior to April 21, 2011 to consider the Arrangement and that the Arrangement would be completed by May 23, 2011.
On February 18, 2011, counsel for the holders of the Minority Shares in an outstanding class action brought by two ABML minority shareholders against RCDC, ABML and a former director of ABML (the “Oppression Action”) applied to the Supreme Court of British Columbia (the “Court”) for directions for the orderly settlement and disposition of the Oppression Action, in light of the Arrangement. The Oppression Action has been seeking an order that RCDC buy out the ABML minority shares. At the initial hearing, the Court ordered that any application to the Court in connection with the Arrangement be made in the Oppression Action, and that no communication to the Minority Shareholders be made without the approval of plaintiff’s counsel or the Court, pending a full hearing as to how the Arrangement is to proceed in conjunction with a settlement of the Oppression Action. The hearing is presently scheduled for April 13th, 2011. The parties to the Arrangement have delayed work on the Information Circular and other documents required to proceed with the Arrangement, pending the outcome of this hearing.
This news release is for informational purposes only and does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of ABML, nor shall there be any acquisition of any of the securities of ABML in any jurisdiction in which such offer, invitation, solicitation or acquisition would be unlawful.CAUTIONARY NOTE REGARDING “FORWARD LOOKING INFORMATION”
CERTAIN OF THE STATEMENTS AND INFORMATION IN THIS NEWS RELEASE CONSTITUTE “FORWARD LOOKING INFORMATION” WITHIN THE MEANING OF APPLICABLE CANADIAN PROVINCIAL SECURITIES LAWS RELATING TO IMPERIAL AND ABML. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACT, ARE FORWARD LOOKING STATEMENTS OR INFORMATION. THIS FORWARD LOOKING INFORMATION RELATES TO, AMONG OTHER THINGS, THE TIMING AND PROSPECTS FOR APPROVAL OF THE TRANSACTION BY THE COURT AND ABML’S SHAREHOLDERS AND THE IMPLEMENTATION THEREOF. THESE STATEMENTS REFLECT THE CURRENT VIEWS OF IMPERIAL AND ABML, RESPECTIVELY WITH RESPECT TO FUTURE EVENTS AND ARE NECESSARILY BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES THAT, WHILE CONSIDERED REASONABLE BY EACH OF THE IMPERIAL AND ABML, RESPECTIVELY, ARE INHERENTLY SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. MANY FACTORS, BOTH KNOWN AND UNKNOWN, COULD CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM THE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT ARE OR MAY BE EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE AND BOTH IMPERIAL AND ABML, RESPECTIVELY, HAVE MADE ASSUMPTIONS BASED ON OR RELATED TO MANY OF THESE FACTORS. SUCH FACTORS INCLUDE WITHOUT LIMITATION: LITIGATION; FLUCTUATIONS IN MARKETS FOR GOLD, BASE METALS AND CERTAIN OTHER COMMODITIES (SUCH AS NATURAL GAS, FUEL OIL AND ELECTRICITY); FLUCTUATIONS IN CURRENCY MARKETS; RISKS RELATED TO THE TECHNOLOGICAL AND OPERATIONAL NATURE OF IMPERIAL AND ABML’S BUSINESSES, RESPECTIVELY; CHANGES IN NATIONAL AND PROVINCIAL GOVERNMENT, PERMITTING, LEGISLATION, TAXATION, CONTROLS OR REGULATIONS AND POLITICAL OR ECONOMIC DEVELOPMENTS IN CANADA; RISKS AND HAZARDS ASSOCIATED WITH THE BUSINESS OF MINERAL EXPLORATION, DEVELOPMENT AND MINING; AVAILABILITY AND INCREASING COSTS ASSOCIATED WITH MINING INPUTS AND LABOUR; CHALLENGES TO IMPERIAL’S AND ABML’S TITLE TO OR INTEREST IN PROPERTIES; RESULTS OF CURRENT EXPLORATION ACTIVITIES; COMPETITION IN THE MINING INDUSTRY FOR PROPERTIES, EQUIPMENT, QUALIFIED PERSONNEL, AND THEIR COSTS; AND THOSE FACTORS IDENTIFIED UNDER THE HEADING “GENERAL DESCRIPTION AND DEVELOPMENT OF THE BUSINESS — RISK FACTORS” IN IMPERIAL’S MOST RECENT ANNUAL INFORMATION FORM FILED WITH THE CANADIAN PROVINCIAL SECURITIES REGULATORY AUTHORITIES AND ELSEWHERE IN IMPERIAL’S DOCUMENTS FILED FROM TIME TO TIME WITH SUCH AUTHORITIES. INVESTORS ARE CAUTIONED AGAINST ATTRIBUTING UNDUE CERTAINTY OR RELIANCE IN FORWARD LOOKING INFORMATION. ALTHOUGH IMPERIAL AND ABML, RESPECTIVELY, HAVE ATTEMPTED TO IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, THERE MAY BE OTHER FACTORS THAT CAUSE RESULTS NOT TO BE AS ANTICIPATED, ESTIMATED, DESCRIBED OR INTENDED. IMPERIAL AND ABML DO NOT INTEND, AND DO NOT ASSUME ANY OBLIGATION, TO UPDATE THIS FORWARD LOOKING INFORMATION TO REFLECT CHANGES IN ASSUMPTIONS OR CHANGES IN CIRCUMSTANCES OR ANY OTHER EVENTS AFFECTING SUCH INFORMATION, OTHER THAN AS REQUIRED BY APPLICABLE LAW.
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