VANCOUVER, Jan. 30 /PRNewswire-FirstCall/ -- Solitaire Minerals Corp. (TSX-V: SLT) announces that at its extraordinary general meeting, scheduled for February 27, 2009 (the "Meeting"), shareholders will be asked to consider to approve a consolidation of the Company's common shares on the basis of one (1) post-consolidated share for every five (5) pre-consolidated shares (the "Consolidation"). If the Consolidation is approved by a special majority of shareholders at the Meeting, being two-thirds of the shareholders voting in person at the Meeting or by proxy, the directors will have the sole discretion to implement the Consolidation, provided that the consolidation ratio (the "Consolidation Ratio") is no more than one (1) post-consolidated share for every five (5) pre-consolidated shares, subject to the approval of the TSX Venture Exchange. The Company does not intend to change its name in connection with the Consolidation.
As of the Record Date for the Meeting and currently, the Company has 114,854,750 issued and outstanding common shares. If the Consolidation were conducted on a five (5) for one (1) basis, the Company would have approximately 22,970,950 shares outstanding following the Consolidation. The exact number of post-consolidated shares will vary depending on the treatment of fractional shares, which will occur when each shareholder's holdings in the Company are consolidated. Outstanding stock options and warrants will also be adjusted by the Consolidation Ratio and the respective exercise prices of outstanding stock options and warrants will be adjusted accordingly. At the Meeting, the Company will also be seeking disinterested shareholder approval for the re-pricing (on a post-consolidation basis) of certain stock options granted to insiders of the Company.
Management of the Company believes that further equity financing is required in order for the Company to fund its current working capital requirements and for future business purposes. It is management's opinion that the Company's existing issued and outstanding share capital is not conducive to completing such additional equity financing and that the Consolidation is required in order to attract new equity investment in the Company.
Details of the Consolidation are contained in the Company's information circular, which will be mailed to shareholders on or before February 2, 2009 and will be filed on SEDAR (http://www.sedar.com/).
About Solitaire Minerals Corp. Solitaire Minerals Corp. ("Solitaire") (TSX-V symbol: SLT). Solitaire is a diversified junior Canadian mineral exploration company with a specific focus on mineral properties in North America. The Company has assembled a portfolio of precious and base metal exploration prospects in Ontario, Saskatchewan, and the North West Territories. Solitaire's Red Lake, Ontario properties include the Baird and Chukuni projects, in which the Company has agreements to earn 100% interest. In addition, the Solitaire has entered into an option agreement with Rubicon Minerals Corp. (TSX-V symbol: RMX), whereby the Solitaire may earn up to a 55% interest in the Humlin property as well as the Red Lake North property. Also in Ontario, Solitaire has an option to earn 100% in the Lateral Lake property. In Saskatchewan, the Company has acquired a 90% interest in the Riou Lake Property (Central), and a 100% interest in Riou Lake North and South located in the Athabasca Basin. In the North West Territories, the Company has purchased the Mystery Island IOCG Property, and the Eldorado Property located in the Great Bear Lake area in which the Company has 100% interest.
On Behalf of the Board of Directors SOLITAIRE MINERALS CORP. "Charles Desjardins" Charles Desjardins, President and Director THE TSX VENTURE EXCHANGE DOES NOT TAKE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE. Cautionary note:
This report contains forward looking statements. Resource estimates, unless specifically noted, are considered speculative. Any and all other resource or reserve estimates are historical in nature, and should not be relied upon. By their nature, forward looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future. Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors.
Cautionary Note to US investors: The U.S. Securities and Exchange Commission specifically prohibits the use of certain terms, such as "reserves" unless such figures are based upon actual production or formation tests and can be shown to be economically and legally producible under existing economic and operating conditions.
