FMT Fuerte Metals Corporation

Fairmount Energy Inc. ("Fairmount" or the "Company") (TSX VENTURE:FMT) is
pleased to announce that at a special meeting of Fairmount shareholders held
today, the shareholders of Fairmount approved the amalgamation of Fairmount and
4513398 Canada Inc. ("Delphi Subco"), a direct wholly-owned subsidiary of Delphi
Energy Corp. ("Delphi"). It is expected that the amalgamation will be effected
on or before November 30, 2009.


The amalgamated corporation, which will also be called Fairmount Energy Inc.
("Amalco"), will become a direct wholly-owned subsidiary of Delphi. As a result
of the amalgamation, and in accordance with the amalgamation agreement dated
October 28, 2009 between Fairmount and Delphi Subco, each of the common shares
of Fairmount previously held by Fairmount shareholders (other than dissenting
shareholders and Delphi) will be converted into one Amalco redeemable preferred
share.


Immediately following the amalgamation, each Amalco redeemable preferred share
held by former Fairmount shareholders will be redeemed in exchange for 0.3571 of
a common share of Delphi. As a result of such redemption, a holder of Amalco
redeemable preferred shares will be deemed for Canadian income tax purposes to
have received a deemed dividend equal to the amount, if any, by which the fair
market value of the common shares of Delphi received on the redemption exceeds
the paid-up capital for Canadian income tax purposes of the Amalco redeemable
preferred shares. For this purpose, Amalco estimates the paid-up capital of each
Amalco redeemable preferred share to be approximately $1.07 per share. Full
particulars of the amalgamation and subsequent redemption of the Amalco
redeemable preferred shares were described in the information circular mailed to
shareholders of Fairmount dated October 28, 2009 (the "Circular"). Holders
should consult their own tax advisors with respect to the income tax
consequences to them of the above noted transactions.


In addition, the meeting materials are available on the SEDAR website at
www.sedar.com and contain instructions for such shareholders to receive the
consideration payable to them in connection with the amalgamation and
redemption.


The common shares of Fairmount are expected to be delisted from and no longer
traded on the TSX Venture Exchange as soon as possible, in accordance with the
respective rules and policies of the TSX Venture Exchange.


Fairmount will also apply to cease to be a reporting issuer under applicable
Canadian securities laws, subject to the satisfaction of applicable regulatory
requirements.


Forward-Looking Statements. This release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
may", "will", "should", believe", "intends", "forecast", "plans", "guidance" and
similar expressions are intended to identify forward-looking statements or
information.


Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by Fairmount as of the date of
such statements, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. The forward-looking statements and
information contained in this press release, which may prove to be incorrect,
include, but are not limited to, the various assumptions set forth herein and in
Delphi's take-over bid circular prepared and filed in accordance with applicable
securities laws as well as the ability of Fairmount to de-list the Fairmount
common shares from the TSX-V.


Although the Company believes that the expectations reflected in such
forward-looking statements and information are reasonable, it can give no
assurance that such expectations will prove to be correct. Since forward-looking
statements and information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results may differ
materially from those currently anticipated due to a number of factors and
risks. These include, but are not limited to, the risks associated with the oil
and gas industry in general such as operational risks in development,
exploration and production, delays or changes in plans with respect to
exploration or development projects or capital expenditures, the uncertainty of
estimates and projections relating to production rates, costs and expenses,
commodity price and exchange rate fluctuations, marketing and transportation,
environmental risks, competition, the ability to access sufficient capital from
internal and external sources and changes in tax, royalty and environmental
legislation. These risks, factors, estimates and assumptions are not exhaustive.
The forward-looking statements and information contained in this press release
are made as of the date hereof for the purpose of providing the readers with the
Company's expectations in respect of the acquisition of Fairmount by Delphi. The
forward-looking statements and information may not be appropriate for other
purposes. Fairmount undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.

Fuerte Metals (TSXV:FMT)
Historical Stock Chart
From Dec 2024 to Jan 2025

Fuerte Metals (TSXV:FMT)
Historical Stock Chart
From Jan 2024 to Jan 2025