Rare Earth Metals Corp., (REM – TSX.V), June
1, 2005, (the “Company”) is
proposing a plan of arrangement to reorganize the company’s mineral
resource
interests with a view to maximizing shareholder value. Specifically, the
company
plans to transfer its interests in its Gold and Gold-Silver properties
to a new
exploration company, to be named Harvest Gold Corporation (“Harvest
Gold”), for
shares that will be distributed to Rare Earth Metals Corp shareholders.
The
company’s Base and Specialty Metals properties will remain in Rare Earth
Metals
Corp.
It is estimated that a total of 10 million common shares will be issued
to the
Company in exchange for a property portfolio comprised of the Longstreet
Mine, a
Nevada Gold-Silver property; and the Assean Lake and Little Assean
River,
Manitoba Gold properties, such that shareholders of the Company will
receive
approximately one Harvest Gold share for every two shares of the Company
held by
them (based on the current issued shares of the Company). An application
for
Harvest Gold to trade on the TSX Venture Exchange will also form part of
the
reorganization. Shareholders will be asked to approve this plan of
arrangement
at the August 12, 2005 AGM.
With approval from the shareholders to form Harvest Gold at the AGM and
to meet
minimum listing requirements for the new public company, a concurrent
financing
of a minimum of $480,000 and a maximum of $650,000 will be completed to
allow
the company to advance the gold-silver and gold projects referenced
above. There
will be unallocated working capital to allow Harvest Gold to seek new
gold
opportunities for Rare Earth Metals’ shareholders.
John Roozendaal, CEO and director of Rare Earth Metals states: “There
are
distinct and sizable investor audiences for pure gold companies and also
for
base and specialty metal companies. We believe our present property
package is
substantial, but because it consists of properties in both categories,
we are
often asked, what is our focus? This plan of arrangement eliminates that
confusion in the marketplace. We want to intensify our efforts on
creating value
on our existing properties and be in a position to aggressively seek
more
opportunities for our shareholders. We believe the bull gold market will
continue and that gold investors understand and want their companies
focused on
gold exploration. We are also convinced this broader commodity cycle
will be
with us for years to come. It just makes sense to create a separate
company to
maximize existing and new gold opportunities that may arise, and still
be able
to hunt for copper, nickel, uranium or other commodities that we
evaluate to be
prospective and worth our financier’s and shareholder’s attention and
support.”
.
Management believes that the reorganization will enable a more accurate
assessment of the value of the Company’s assets and will provide its
shareholders with direct ownership in two well focused, mineral specific
companies.
The properties to be placed in Harvest Gold are: 1) The Longstreet Mine
Gold
–Silver property in Nye County, Nevada, on which the company has an
option to
earn a 100% interest. This will be the property of merit for Harvest
Gold. A
NI43-101 report is being completed and a working budget of at least
$200,000
will be applied to the Longsteet property; 2) The Assean Lake Gold
property in
Northern Manitoba, on which the company has now earned in for its 40%.
After
five years, more than $3,000,000 of exploration work has been completed
with
joint venture partner, Canadian Goldhunter (T-CGH). Nine zones of gold
mineralization have been discovered on the property. The most
significant is the
Hunt Zone, which remains open beyond a strike of 700m and below a depth
of 300m.
This property is an asset the company can move forward on without
pressure of
further property payments. It covers a 20 km long portion of the Assean
Lake
Shear Zone, a major regional fault system that controls the emplacement
of gold
mineralization in the area; and 3) The Little Assean River Gold claims,
on which
the company has an option to earn a 100% interest. This property covers a
15km
long portion of the Assean Lake Shear Zone, directly East of the Assean
Lake
claims and includes the historic “gold trench showings” from the 1930’s.
At the AGM, shareholders will be asked to approve two boards of
Directors. Rare
Earth Metals’ proposed board will include existing directors Evan
Sleeman, John
Roozendaal, Richard Mark, and Dr. George Gale. Standing for election
will be Mr.
Michael Hitch. Mr. Jay Butterworth will not seek reelection. The
contemplated
slate of Directors for Harvest Gold will be Mr. Butterworth, Mr.
Roozendaal, Mr.
Sleeman, Mr. Mark, Dr. Gale and Mr. Hitch
Rare Earth Metals proposes to complete the plan of arrangement and
distribute
the shares of Harvest Gold to its shareholders in conjunction with its
August
12, 2005 AGM to be held in Vancouver, British Columbia, Canada.
Detailed
information on the transaction will be contained in the information
circular to
be mailed to the company’s shareholders in advance of the AGM. The
information
circular will also be posted on the company’s website at the date of
mailing.
The reorganization remains subject to regulatory approval.
On behalf of the Board of Directors,
John Roozendaal B.Sc
President, CEO & Director
Rare Earth Metals Corp.
For more information about Rare Earth Metals
Corp.
please review the company’s website
www.RareEarthMetals.net
or speak with a Company representative toll free 866 816 0118 or by
emailing
info@rareearthmetals.net
The TSX Venture Exchange has not reviewed this press release and does
not
accept
responsibility for the adequacy or accuracy
of this
release.
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