WYN DEVELOPMENTS TO SPIN OUT WYN METALS INC., CONSOLIDATE ITS SHARES AND CHANGE ITS NAME TO CANADA GAS CORP. ON JUNE 10th, 2008
Vancouver, British Columbia, Canada - June 10, 2008 - Wyn Developments Inc. ("Wyn" or the "Company") announces that the effective date of the Company's Plan of Arrangement with Wyn Metals Inc. ("Wyn Metals") and share consolidation and name change to Canada Gas Corp. ("Canada Gas") will be June 10th, 2008 (the "Effective Date"). Shareholders holding common shares of Wyn Developments at the close of trading on June 9th, 2008 will receive 1 Wyn Metals common share for every 11 Wyn Developments common shares and 1 Canada Gas common share for every 5 Wyn Developments common shares. Canada Gas will begin trading under the symbol ("CJC") on June 10th, 2008.
The issued and outstanding capital of Wyn Metals will be 9,196,146 common shares and 12,823,576 common shares on a fully diluted basis on the Effective Date. The issued and outstanding capital of Canada Gas will be 20,231,522 common shares and 28,441,868 common shares on a fully diluted basis on the Effective Date.
Warrant holders of Wyn Developments common share purchase warrants as of the Effective Date will be entitled to exchange their Wyn Developments common share purchase warrants for new Canada Gas and Wyn Metals common share purchase warrants. The 39,901,729 existing Wyn Developments common share purchase warrants will be converted to 7,980,346 Canada Gas common share purchase warrants and 3,627,430 Wyn Metals common share purchase warrants. The exercise price of Canada Gas common share purchase warrants will be adjusted to the ten day volume weighted average trading price of Canada Gas shares on the TSX-Venture Exchange. The exercise price of Wyn Metals common share purchase warrant will be a ten day weighted average trading price of Wyn Metals shares subsequent to it obtaining a listing on a recognized stock exchange. The warrant expiry dates will remain unchanged.
On June 10th, 2008, a new board and management team will assume control of Wyn Metals (see press release dated April 25th, 2008). It is expected the $1.3 million private placement financing being undertaken by Wyn Metals will be completed shortly thereafter. Management of Wyn Metals will provide further particulars of the financing and the plans for the company once the plan of arrangement has been made effective.
Wyn Developments also announces it has completed SEDAR filing of its January 31st, 2008 year end reports related to oil and gas reserves prepared in accordance with Canadian Securities Regulators National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. These reports can be accessed electronically from the SEDAR website: Form 51-101F1 - Statement of Reserves Data and Other Oil and Gas Information; Form 51-101F2 - Report on Reserves Data by Independent Qualified Reserves Evaluator, Form 51-101F3 - Report of Management and Directors on Reserves Data and Other Information, as well as Audited Annual Financial Statements and Management Discussion and Analysis.
In other news, Angus Sutherland, Director and Member of the audit Committee has submitted his resignation. The Company thanks Mr. Sutherland for his past contributions and wishes him well in his future endeavors.
All of the above is subject to court and regulatory approval.
About Canada Rare Earths
Canada Rare Earths is a growth company focused on the exploration and development of rare earth elements at its 100% owned Goeland Rare Earths Project within the Montviel carbonatite complex, Montviel Township Quebec, immediately adjacent to Geomega's (TSX-V: GMA) recent rare earth discovery. The Goeland property located 215 km north of Val-d'Or, is road accessible and consists of 47 claims totaling approximately 2,600 hectares. Since the acquisition of the Goeland Project, the Company, in a short period of time, has successfully established itself in one of the largest Carbonatite complexes in North America. Worldwide, carbonatite-related deposits are a major host for rare earths elements ("REE"). The world's most advanced and prolific REE deposits in production or development, Bayan Obo (China), Molycorp's Mountain Pass (USA), Lynas's Mount Weld (Aus), and Rare Earth Element Resource's Bear Lodge project, are all hosted by carbonatites.
For more information on Canada Rare Earths, please contact our Head Office.
On Behalf of the Board of Canada Rare Earths Inc.
Chad McMillan
President & CEO
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. All of the above is subject to TSX.V and regulatory acceptance.
FORWARD LOOKING STATEMENTS
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the Company's Pre-Development Agreement and the exploration of the Goeland Project, constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals and any required financing to complete the Company's obligations pursuant to the Pre-Development Agreement and planned exploration activities, that the Company is able to procure equipment and supplies in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors relating to Canada Rare Earth's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others, actual results of the Company's exploration activities being different than those expected by management, uncertainties involved in the interpretation of drilling results and geological tests, delays in obtaining required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdowns and bad weather. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. Canada Rare Earths does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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