/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES OF
AMERICA/
VANCOUVER, Nov. 6, 2015 /CNW/ - Oceanus Resources
Corporation ("Oceanus") (TSXV: OCN) and El Tigre Silver
Corp. ("El Tigre") (TSXV: ELS) are pleased to announce
that El Tigre received the
overwhelming approval of its shareholders at the special meeting
(the "Meeting") held today to consider the previously
announced acquisition of El Tigre
by Oceanus by way of a plan of arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia).
El Tigre will be seeking a
final order of the British Columbia Supreme Court to approve the
Arrangement. The final order is expected to be granted on or about
November 10, 2015 (or such later date
as may be agreed upon by El Tigre
and Oceanus) with the Arrangement anticipated to become effective
shortly thereafter on a date to be agreed by El Tigre and Oceanus. Completion of the
Arrangement is subject to the satisfaction of certain other closing
conditions customary of a transaction of this nature. Under the
terms of the Arrangement, Oceanus will acquire all of the issued
and outstanding common shares of El Tigre in exchange for 0.2839 of
an Oceanus common share for each El
Tigre share that is outstanding. It is further anticipated
that shortly after the completion of the Arrangement, El Tigre's common shares will be delisted from
the TSX Venture Exchange and that applications will be filed for
El Tigre to cease to be a
reporting issuer under Canadian securities laws.
71.16% of the issued and outstanding shares of El Tigre were
voted in favour of the resolution approving the Arrangement. Of the
votes cast by El Tigre
shareholders at the Meeting, 98.9% voted in favour of the special
resolution approving the Arrangement.
Details of the Arrangement and certain other matters are set out
in the management information circular of El Tigre dated October
6, 2015 (the "Information Circular"). A copy of the
Information Circular and other meeting materials can be found on
the SEDAR website at www.sedar.com.
About Oceanus Resources Corporation
Oceanus is a precious metals exploration company run by a team
of experienced mine finders. Oceanus is currently advancing the
La Lajita high grade gold property
located in the Sierra Madre Gold and Silver Belt near Durango, Mexico.
About El Tigre Silver Corp.
El Tigre, through its
subsidiaries, holds the rights to the mineral concessions in
north-eastern Sonora, Mexico,
where it has been advancing its tailing reprocessing project.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains forward-looking statements and
forward-looking information within the meaning of United States and Canadian securities laws,
respectively. The use of any of the words "expect", "potential",
"target", "anticipate", "continue", "estimate", "objective", "may",
"will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking
information or statements. More particularly and without
limitation, this news release contains forward-looking statements
and information concerning: the timing and anticipated receipt of
required regulatory and court approvals for the arrangement; the
ability of Oceanus and El Tigre to
satisfy the other conditions to, and to complete, the arrangement;
and the anticipated timing of the closing of the Transaction.
In respect of the forward-looking statements and information
concerning the anticipated completion of the proposed Arrangement
and the anticipated timing for completion of the Arrangement,
Oceanus and El Tigre have provided
them in reliance on certain assumptions that they believe are
reasonable at this time, including the ability of the parties to
receive, in a timely manner, the necessary regulatory, court, and
other third party approvals; and the ability of the parties to
satisfy, in a timely manner, the other conditions to the closing of
the Arrangement. These dates may change for a number of reasons,
including inability to secure necessary regulatory, court or other
third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the Arrangement, including with respect to obtaining additional
financing. Accordingly, readers should not place undue reliance on
the forward-looking statements and information contained in this
news release.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. These include, but are not limited to, the risk that the
transaction may not close when planned or at all or on the terms
and conditions set forth in the arrangement agreement; the failure
to obtain the necessary court, regulatory and other third party
approvals required in order to proceed with the transaction; the
expected synergies from the Arrangement not being realized;
business integration risks; litigation risks, operational risks in
the development and exploration of precious metals properties;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
mineral reserve and mineral resource estimates; uncertainties
inherent to feasibility and other economic studies; health, safety
and environmental risks; metal and commodity price and exchange
rate fluctuations; marketing and transportation; loss of markets;
environmental risks; competition; incorrect assessment of the value
of acquisitions; ability to access sufficient capital from internal
and external sources; and changes in legislation, including but not
limited to tax laws, royalties and environmental regulations and
risks inherent to operating in developing countries. In addition,
the failure of El Tigre to comply
with the terms of the Agreement may result in El Tigre being required to pay a
non-completion or other fee to Oceanus, the result of which could
have a material adverse effect on El
Tigre's financial position and results of operations and its
ability to fund growth prospects and current operations.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other risks and factors that
could affect the operations or financial results of Oceanus and
El Tigre are included in reports
on file with applicable securities regulatory authorities,
including but not limited to, Oceanus's Annual Information Form for
the fiscal year ended March 31, 2015
which may be accessed on Oceanus's SEDAR profile at
www.sedar.com.
Management has included the above summary of assumptions and
risks related to forward looking information provided in this news
release in order to provide shareholders with a more complete
perspective on the proposed transaction and such information may
not be appropriate for other purposes. Actual results, performance
or achievement could differ materially from those expressed in, or
implied by, these forward-looking statements and, accordingly, no
assurance can be given that any of the events anticipated by the
forward looking statements will transpire or occur, or if any of
them do so, what benefits may be derived there from.
The forward-looking statements and information contained in this
news release are made as of the date hereof and neither Oceanus nor
El Tigre undertake any obligation
to publicly update or revise any forward-looking statements or
information, whether as a result of new information, future events,
or results or otherwise, other than as required by applicable
securities laws.
This announcement is for informational purposes only and does
not constitute an offer to purchase, a solicitation of an offer to
sell a share or a solicitation of a proxy.
ON BEHALF OF
OCEANUS RESOURCES CORPORATION
|
ON BEHALF OF
EL TIGRE SILVER CORP.
|
Glenn
Jessome President and CEO
FOR FURTHER
INFORMATION, CONTACT:
Glenn Jessome,
President and CEO
(902)
492-0298
jessome@oceanusresources.ca
|
Ernie
Elko
Chairman, CEO and
Director
FOR FURTHER
INFORMATION, CONTACT:
Rob Grace, Corporate
Communication
(604)
639-0044
rgrace@eltigresilvercorp.com
|
Neither the 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 of
accuracy of this release.
(Not for distribution to US wire services or for
dissemination in the United States of
America)
SOURCE El Tigre Silver Corp.