WYN DEVELOPMENTS ANNOUNCES ANNUAL GENERAL MEETING PROPOSES RESTRUCTURING AND NAME CHANGE
Vancouver, British Columbia, Canada - March 26, 2008 - Wyn Developments Inc ("Wyn" or the "Company") announces the Annual General and Special Meeting ("AGM") of the shareholders will be held on April 30th, 2008, at 10am in Vancouver, British Columbia. Information circulars are anticipated to be mailed to shareholders on or before April 5th, 2008. Shareholders of record on or before April 2nd, 2008 will be entitled to vote on the resolutions of this AGM.
This shareholder meeting will NOT include the previously announced potential amalgamation of the Company with Bighorn Petroleum Ltd., Flying A Petroleum Ltd. and Tenaka Drilling Consortium Ltd. (collectively, the "Participants"). To date, the Participants have consistently missed agreed upon timetables to execute the amalgamation. Management is disappointed with the progress of the proposal to date, in spite of the Company's significant and sustained efforts to reach this goal, and has consequently elected to proceed with its own corporate restructuring in the best interests of the Company's shareholders. Such restructuring will facilitate either the timely completion of the proposed amalgamation or a realignment of the Company's mergers, acquisitions, exploration and development strategy. The Company is quite prepared to resume its efforts to complete the proposed amalgamation on terms and timing that is acceptable to the Company's Directors and shareholders, including, namely, the establishment and execution of a firm timetable to completion, but is also equally prepared to proceed with other alternatives should progress on the amalgamation remain elusive.
At the meeting of April 30th, 2008, the Company's Board of Directors propose shareholders on the record date vote in favor of, among other items, a "spin out" of the Company's mineral assets to Wyn Metals Inc., a consolidation of Wyn's shares and a name change.
Each shareholder of record will receive 1 new share of Wyn Metals Inc. for each 11 shares of Wyn. Wyn will then also consolidate on a 5 old for 1 new share ratio and, as the rights and title holder of the brand, will rename the Company "Canada Gas Corp." Shareholders of record will then own both Wyn Metals Inc. and Canada Gas Corp. A summary of these restructurings is as follows:
Reverse Split Ratio
Canada Gas Corp.
5 old shares for 1 new share
Wyn Metals Inc.
11 old shares for 1 new share
| Wyn Developments Inc. | Canada Gas Corp. | Wyn Metals Inc. | |
| Issued Shares | 101,157,609 | 20,231,522 | 9,196,146 |
| Warrants | 38,711,729 | 7,742,346 | 3,519,248 |
| 'B' Warrants | 1,190,000 | 238,000 | 108,182 |
| Options | 1,150,000 | 230,000 | 0 |
| Fully Diluted | 142,209,338 | 28,441,868 | 12,823,576 |
More information will be provided in the Company's information circular to be mailed on or before April 5th, 2008.
All of the above is subject to court, shareholder, 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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