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Enter Symbol
or Name
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OMT Inc (2)
Symbol OMT
Shares Issued 18,213,566
Close 2012-04-18 C$ 0.30
Market Cap C$ 5,464,070
Recent Sedar Documents

ORIGINAL: OMT to acquire New York Zinc, Balmat mine

2012-05-01 17:07 ET - News Release

Received by email:

File: OMT-NYZ - News Release - May 1 2012 (00098942).DOCX

Not for distribution to United States wire services or dissemination in the United States.  This news release does not
---> constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.

JOINT PRESS RELEASE

OMT INC.

NEW YORK ZINC LTD.

OMT and New York Zinc announce a proposed business combination involving the acquisition of the fully permitted Balmat
---> zinc mine in New York State, and a concurrent C$12 million offering of subscription receipts

TORONTO / VANCOUVER - May 1, 2012 - OMT Inc. ("OMT") (TSX VENTURE:OMT) and New York Zinc Ltd. ("New York Zinc") are pl
--->eased to announce that on April 22, 2012, OMT and New York Zinc entered into a letter of intent (the "Letter of Intent
--->") pursuant to which, OMT has agreed to acquire all of the issued and outstanding securities of New York Zinc, an arm'
--->s length party, by way of a three-cornered amalgamation (the "Business Combination").  New York Zinc is a privately he
--->ld mining company, incorporated under the laws of Ontario.  New York Zinc currently has one common share outstanding. 
---> Pursuant to the terms of the Business Combination each common share of New York Zinc, including the shares to be issu
--->ed in the Offering referred to below, will be exchanged for OMT shares on a one for one basis.

In connection with the Business Combination, New York Zinc has agreed to acquire 100% of the Balmat zinc mine (the "Ba
--->lmat Mine") from HudBay Minerals Inc. ("Hudbay") (TSX:HBM; NYSE:HBM) on the terms and conditions set forth in a letter
---> agreement with Hudbay dated April 12, 2012 (the "Proposed Transaction").  The total consideration payable to Hudbay p
--->ursuant to the Proposed Transaction is CDN$14 million (the "Purchase Price") payable as follows: (i) CDN$4 million upo
--->n the closing of the Proposed Transaction; (ii) CDN$5 million upon a positive decision to take the Balmat Mine into co
--->mmercial production or when the first 10,000 tonnes of ore are mined from the Balmat Mine; and (iii) CDN$5 million upo
--->n the re-commencement of commercial production from the Balmat Mine.  The closing of the Proposed Transaction is subje
--->ct to a number of conditions, including completion and execution of a definitive agreement and receipt of all required
---> regulatory and shareholder approvals.

Hudbay owns the Balmat Mine through its indirect wholly-owned subsidiary St. Lawrence Zinc LLC.  The Proposed Transact
--->ion contemplates the acquisition by New York Zinc of all of the outstanding shares of Balmat Holding Corporation, a su
--->bsidiary of St. Lawrence Zinc LLC.  The Balmat Mine includes a 3,200 ft. deep shaft, underground development to three 
--->ore zones and extensive mining equipment, a 5,000 ton per day concentrator and approximately 52,000 acres of explorati
--->on land in St. Lawrence County, New York.  Upon completion of the Business Combination, the Balmat Mine will be subjec
--->t to a 2% net smelter return royalty on the proceeds of any commercial production.  The Balmat Mine and concentrator w
--->ere placed on care and maintenance on August 22, 2008 due to, among other factors, lower prices for zinc metal at that
---> time.  A geological report in accordance with National Instrument 43-101 is currently being prepared in respect of th
--->e Balmat Mine for filing with the TSX Venture Exchange ("TSXV"). 

Upon closing of the Proposed Transaction and the Business Combination, OMT intends to change its name to "Wildcat Zinc
---> Corp." and will reconstitute its board and add several senior and experienced mining individuals with executive, corp
--->orate and board experience. Mike Hoffman will join as Chairman & CEO and David Gower, Bruce Humphrey, Stephan Theron, 
--->Tayfun Eldem and Aaron Wolfe will be added as Directors.  In addition, OMT has recruited a number of highly skilled an
--->d experienced senior management professionals with exploration, engineering, development and operating expertise in th
--->e zinc and other base metal spaces, including: Deborah Battiston, as Chief Financial Officer; Michael Michaud, as Vice
---> President, Exploration; and Aaron Wolfe, as Vice President, Corporate Development.

Mike Hoffman, President and Chief Executive Officer of New York Zinc, stated that "the Balmat mine represents a rare o
--->pportunity for investors to own a fully permitted near-term zinc producer in a mining friendly district with a full ge
--->ological and operating team in place.  The proposed board of directors and management team for Wildcat Zinc has signif
--->icant experience developing and operating zinc and other base metal mines and expects to actively grow Wildcat Zinc in
--->to an emerging zinc producer. Our goal is to use the acquisition of the Balmat Zinc property as a springboard to acqui
--->re further advanced zinc assets."

Mike Hoffman, P.Eng., Chairman and CEO

Mr. Hoffman has over 30 years of mine management experience, including mine operations, engineering, corporate develop
--->ment and projects.  Mr. Hoffman has held senior executive positions with Yamana Gold Inc., Desert Sun Mining Corp, Gol
--->dcorp Inc., and Crocodile Gold.  Mr. Hoffman also currently serves as a director of Castillian Resources Inc., Aberdee
--->n International Inc., Azul Ventures Inc., Trevali Resources Inc. and Largo Resources Inc.

David Gower, P. Geo., Director

Mr. Gower has been the Chairman of Castillian Resources Corp. since January 2010 and is currently the President of Bra
--->zil Potash Corp.  Mr. Gower has extensive experience in base metal exploration from his time at Falconbridge Limited a
--->nd Noranda Inc. (now Xstrata) in various capacities including General Manager of Global Nickel and PGM Exploration and
---> a member of the senior operating team for the nickel business. He currently serves as a director of Alamos Gold, Apog
--->ee Minerals, Regiment Zinc and Forbes Coal.

Bruce Humphrey, P. Eng, Director

Mr. Humphrey is a mining engineer with over 35 years experience with several major companies including Inco, Cominco a
--->nd Noranda. He recently served as Chairman of Consolidated Thompson Iron Mines Ltd. Mr. Humphrey also served as the Pr
--->esident and Chief Executive Officer of Desert Sun Mining Corp. from October 2004 to April 2006 where he contributed to
---> the successful development of the Jacobina Mine in Brazil. From May 1998 to May 2004, Mr. Humphrey served as Senior V
--->ice President and Chief Operating Officer at Goldcorp Inc. during the re-development of its high-grade Red Lake mine. 
--->He currently serves on the board of directors of Sulliden Gold, Avion Gold Corp., Alderon Iron Ore Corp., and Black Ir
--->on Ore Corp. He is a member of the Professional Engineers of Ontario.

Tayfun Eldem, P.Eng., Director
 Mr. Eldem is currently the President and CEO of Alderon Iron Ore Corp., and previously worked for the Iron Ore Compan
--->y of Canada ("IOC"), a Rio Tinto subsidiary, for more than 20 years, including 3 years as a Director on the joint-vent
--->ure board. During this period, Mr. Eldem held several senior roles including Vice President, Expansion Projects & Engi
--->neering and Vice President, Operations & Engineering. Most recently Mr. Eldem was accountable for the development and 
--->delivery of a nearly $2.0 billion program of green and brown fields expansion projects. Prior to his Projects role, Mr
--->. Eldem was responsible for all of IOC's Operations including the mine, process plants, rail and port facilities. Mr. 
--->Eldem led a team of about 2,000 to deliver two consecutive years of record annual material movement at the mine and re
--->cord ore processing through the concentrator. 

Stephan Theron, B. Comm., CGA, Director

Mr. Theron currently is President and CEO of Forbes Coal. Mr. Theron has over 10 years of extensive management, projec
--->t finance and equity analysis experience in the mining, energy and infrastructure sectors. Previous capital and projec
--->t experience includes Weir PLC and AMEC PLC. Former sector head, materials and energy, with a specific focus on South 
--->African coal market. Mr Theron is a CGA and has a Bachelor of Commerce from the University of Johannesburg.

Aaron Wolfe, HBA, Director and Vice President, Corporate Development

Mr. Wolfe is a corporate finance and advisory professional with experience in advising, structuring and financing juni
--->or resource, technology and renewable energy companies. He works as a corporate and business development consultant to
---> several publicly traded companies in the resource industries. Previously, from 2006 to 2009, Mr. Wolfe was an Investm
--->ent Banker with Macquarie Capital Markets Canada Ltd., the Canadian division of a global investment bank, and its pred
--->ecessor Orion Securities Inc. From 2003 to 2006, Mr. Wolfe was an Associate Consultant with an international managemen
--->t and human resources consulting firm, Mercer (Canada) Ltd. Mr. Wolfe holds an Honours Business Administration degree 
--->from the Richard Ivey School of Business at the University of Western Ontario.

Michael Michaud, Vice President, Exploration

Mr. Michaud brings over 25 years experience in mineral deposit exploration, and his skills provide a strong connection
---> between exploration and mining phases of project development. He most recently held the position of Vice President of
---> Exploration for St Andrew Goldfields Ltd. Prior to this, he was President and CEO of two junior mining and exploratio
--->n companies, J-Pacific Gold Inc., and China Diamond Corp. Mr. Michaud also previously held executive positions with SR
--->K Consulting Inc. and North American Palladium Inc.  Mr. Michaud holds an Honors Earth Sciences degree from the Univer
--->sity of Waterloo, and a Masters of Science from Lakehead University. 

Deborah Battiston, Chief Financial Officer

Ms. Battiston has over 20 years of accounting and financial management experience and is currently acting as Chief Fin
--->ancial Officer for a number of Canadian public companies in the mining sector. Ms. Battiston has broad international e
--->xperience having dealt with companies in over fourteen countries and having lived in Japan for several years. She has 
--->obtained a B.A. in Economics from the University of Guelph and is a Certified General Accountant

The Business Combination will constitute a change of business for OMT under the policies of the TSXV. Closing of the B
--->usiness Combination is expected in the second quarter of 2012, and is subject to a number of conditions including clos
--->ing of the Proposed Transaction, receipt of all required shareholder, regulatory and third party consents, including T
--->SXV approval, satisfaction of other customary closing conditions and the completion of the Offering (as defined below)
--->.  The Business Combination cannot close until the required approvals are obtained.  There can be no assurance that th
--->e Business Combination will be completed as proposed or at all.  OMT will be applying for an exemption from the sponso
--->rship requirement as set forth in TSXV Policy 2.2 in connection with the Business Combination.  

It is anticipated that a concurrent financing will be conducted in connection with the Business Combination. Macquarie
---> Capital Markets Canada Ltd. ("Macquarie") has been engaged by New York Zinc to act as financial advisor in the acquis
--->ition of the Balmat Mine and to act as lead agent to raise  CDN$12 million through a private placement issuance of sub
--->scription receipts of New York Zinc (the "Offering").  Each subscription receipt will be convertible into one unit of 
--->New York Zinc, comprised of one common share and one half of one share purchase warrant, immediately prior to closing 
--->of the Business Combination.  The proceeds of the Offering will be held in escrow pending satisfaction or waiver of ea
--->ch of the conditions precedent to the Business Combination.  Further details of the financing will be provided once fi
--->nalized. 

Investors are cautioned that, except as disclosed in the disclosure document to be prepared by OMT and New York Zinc i
--->n connection with the Business Combination and Proposed Transaction, any information released or received with respect
---> to the Change of Business, or any of the transactions contemplated therein, may not be accurate or complete and shoul
--->d not be relied upon.  Trading in the securities of OMT should be considered highly speculative.  Trading in the commo
--->n shares of OMT will remain halted pending further filings with the TSXV.

The TSXV has in no way passed upon the merits of the proposed transaction described in this press release and has neit
--->her approved nor disapproved the contents of this press release.

For further information, please contact:

Scott Ackerman
President & CEO, OMT Inc.
Phone: 1 (866) 824‐8938
email: sackerman@emprisecapital.com

Mike Hoffman
President and CEO, New York Zinc Ltd.
Phone: 416-861-8165
email: mhoffman@forbesmanhattan.com

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.

This news release may contain forward-looking statements.  These statements are based on current expectations and assu
--->mptions that are subject to risks and uncertainties.  There can be no assurance that the proposed Change of Business w
--->ill be completed.  Actual results could differ materially because of factors discussed in the management discussion an
--->d analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX
---> Venture Exchange and applicable Canadian securities regulations, as well as any documentation prepared in connection 
--->with the proposed Change of Business.  We do not assume any obligation to update any forward-looking statements.



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