Gentor Announces Proposed Corporate Reorganization
09 Enero 2012 - 11:12AM
PR Newswire (Canada)
TORONTO, Jan. 10, 2012 /CNW/ - Gentor Resources, Inc. ("Gentor" or
the "Company") announces that it is proposing to undertake a
corporate reorganization, the effect of which will be to change
Gentor's corporate jurisdiction from Florida to the Cayman Islands
(the "Corporate Reorganization"). The Corporate
Reorganization will be effected by a two-step process involving a
merger of Gentor with and into its wholly-owned Wyoming subsidiary,
followed by a continuation of the surviving company into the Cayman
Islands. Gentor believes that the change in its corporate
jurisdiction to the Cayman Islands will expose the Company to
business and financial advantages that may not otherwise be as
accessible to the Company. In particular, the Corporate
Reorganization is expected to result in simplification of the
Company's compliance with regulatory requirements and an enhanced
ability to raise capital in Canadian, U.S. and international
markets. The Corporate Reorganization is subject to the receipt of
TSX Venture Exchange and requisite shareholder approvals. It is
further subject to the issuance of an order from the Idaho
Department of Finance approving the fairness of the terms and
conditions of the Corporate Reorganization after holding a
"fairness hearing" on the proposed Corporate
Reorganization. The fairness hearing will be held by the Idaho
Department of Finance on January 23, 2012 at 9:00 MST at the
offices of Hawley Troxell Ennis & Hawley LLP, located 877 Main
Street, Suite 1000, Boise, Idaho, 83701-1617. All interested
persons have a right to appear at the fairness hearing either in
person at the foregoing address or by telephone by calling (208)
388-4825 or (866) 388-4977 and entering code number 0147114, or
visiting http://conference.hteh.com/call/0147114 to have the system
call back. Any interested person who wishes to appear at the
fairness hearing by telephone must give the hearing officer (who
has been appointed by the Idaho Department of Finance) prior notice
of such intent to appear. The notice of the fairness hearing,
including the contact information for the hearing officer, together
with a copy of the draft information circular describing the
contemplated Corporate Reorganization, is available on Gentor's
website via http://www.gentorresources.com/s/IFHI.asp. Each
interested person is entitled to present evidence as to the
fairness of the terms and conditions of the proposed Corporate
Reorganization, including the proposed exchange of securities
pursuant to the Corporate Reorganization. Any interested
person may submit questions or comments directly to the hearing
officer either at the fairness hearing or prior to the fairness
hearing. Any interested person who submits prepared testimony
in advance of the hearing must appear at the hearing in person or
by telephone to formally submit the prepared testimony under oath.
If granted, the order of the Idaho Department of Finance will
constitute the basis for an exemption from the registration
requirements of the United States Securities Act of 1933, as
amended, (the "U.S. Securities Act") pursuant to Section 3(a)(10)
thereof, with respect to the issuance of the securities in the
Corporate Reorganization. The securities proposed to be issued in
the Corporate Reorganization have not been and will not be
registered under the U.S. Securities Act or any state securities
laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities. About Gentor Gentor is a mineral exploration
company whose projects include copper and gold properties in the
Sultanate of Oman and a molybdenum-tungsten-silver property in East
Central Idaho, U.S. The Company's strategy is to create
shareholder value by developing highly prospective mineral
properties around the globe, with current focus in the Sultanate of
Oman. In Oman, Gentor is partnered with Al Fairuz Mining
Company LLC on its Block 5 exploration tenement and Al Zuhra Mining
Company LLC on Block 6. Forward-Looking Information:
Statements in this press release relating to the proposed Corporate
Reorganization are forward-looking information within the meaning
of applicable securities laws. Such forward-looking information,
including but not limited to the occurrence and expected benefits
of the Corporate Reorganization, the satisfaction of the conditions
to which the Corporate Reorganization is subject and related
matters, is subject to a number of risks and uncertainties that may
cause the actual results of the Company to differ materially from
those discussed in the forward-looking information, and even if
such actual results are realized or substantially realized, there
can be no assurance that they will have the expected consequences
to, or effects on the Company. Factors that could cause
actual results or events to differ materially from current
expectations include, among other things, failure to complete the
Corporate Reorganization as a result of failure to obtain required
shareholder or regulatory approvals. Although the Company
believes that the assumptions inherent in the forward-looking
information are reasonable, forward-looking information is not a
guarantee of future performance and accordingly undue reliance
should not be put on such information due to the inherent
uncertainty therein. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release. Gentor Resources Inc.
CONTACT: please visit our website at www.gentorresources.com, or
contact:Dr.Peter Ruxton, President & CEO, United Kingdom Tel: +
44 (0) 7786111103; or Arnold T. Kondrat, Executive Vice President,
Toronto,Ontario, Tel: + 1 (416) 366 2221 or + 1 (800) 714 7938
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