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.
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