East Africa Completes Arrangement With Tigray
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 7, 2014) - East
Africa Metals Inc. ("East Africa") (TSX-VENTURE:EAM) and Tigray
Resources Inc. ("Tigray") (TSX-VENTURE:TIG) are pleased to announce
that the Ontario Superior Court of Justice issued a final court
order on May 6, 2014 approving the previously announced plan of
arrangement (the "Arrangement") under the Canada
Business Corporations Act.
The Arrangement became effective as of 12:01 a.m. (Toronto time)
on May 7, 2014 and East Africa has now acquired ownership and
control of all of the issued and outstanding shares of Tigray
("Tigray Shares"). Pursuant to the Arrangement, among other things,
holders of Tigray Shares ("Tigray Shareholders") other than East
Africa, as at the effective time of the Arrangement, are entitled
to receive 0.55 of a common share of East Africa (each whole share
an "East Africa Share") and 0.40 of a common share purchase warrant
of East Africa (each whole warrant an "East Africa Warrant") for
each Tigray Share held (the "Share Exchange Ratio"). Each whole
East Africa Warrant will entitle the holder to acquire one East
Africa Share at a price of $0.23 until May 7, 2017.
Pursuant to the Arrangement, all holders of outstanding Tigray
options and warrants will be entitled to receive upon the
subsequent exercise thereof, for the same aggregate consideration
payable, the number of East Africa Shares and East Africa Warrants
on the basis of the Share Exchange Ratio, to reflect the
consideration to be received by Tigray Shareholders pursuant to the
Arrangement.
Pursuant to the Arrangement, East Africa acquired 64,229,665
Tigray Shares, representing approximately 88.9% of the outstanding
Tigray Shares. Following the Arrangement, East Africa holds an
aggregate of 72,229,665 Tigray Shares, representing 100% of the
outstanding Tigray Shares. The purpose of the Arrangement was to
enable East Africa to acquire all of the issued and outstanding
Tigray Shares in order for Tigray to become a wholly-owned
subsidiary of East Africa. East Africa relied on Section 2.11 of
National Instrument 45-106 Prospectus and Registration
Exemptions in the acquisition of the Tigray Shares.
The Tigray Shares will be delisted from the TSX Venture Exchange
at the close on May 7, 2014 and East Africa intends to cause Tigray
to apply to the relevant securities commissions for Tigray to cease
to be a reporting issuer under Canadian securities laws.
Upon issuance of the East Africa Shares, there will be
approximately 101.7 million East Africa Shares issued and
outstanding. Immediately prior to the Arrangement, Tigray has
cancelled the 12 million Tigray warrants held by East Africa.
For registered Tigray Shareholders ("Registered Shareholders")
whose Tigray Shares are represented by a Direct Registration Advice
rather than a physical share certificate, no further action is
required. A new Direct Registration Advice will be mailed to the
Registered Shareholder representing his or her entitlement to East
Africa Shares and a certificate representing East Africa
Warrants.
Registered Shareholders whose Tigray Shares are represented by a
physical share certificate must deliver a properly completed letter
of transmittal (the "Letter of Transmittal") and certificate(s)
representing their Tigray Shares, along with any other required
documents, to Computershare Investor Services Inc.
("Computershare") at the address specified in the Letter of
Transmittal, in order to receive the East Africa Shares and East
Africa Warrants. The Letter of Transmittal was mailed to the
Registered Shareholders on April 2, 2014 and is also available
under Tigray's profile on SEDAR at www.sedar.com. The Letter of
Transmittal is for use by Registered Shareholders only and is not
to be used by non-registered beneficial holders of Tigray Shares
(the "Beneficial Shareholders"). Failure to present and surrender
the certificate(s) representing the Tigray Shares on or before the
sixth anniversary of closing will result in the termination of any
entitlement of the Tigray Shareholder to receive the consideration
otherwise issuable to such holder under the Arrangement.
A Beneficial Shareholder does not hold Tigray Shares in its own
name but such shares are held by an intermediary. If you are a
Beneficial Shareholder you should contact your intermediary for
instructions and assistance to receive your East Africa Shares and
East Africa Warrants.
As previously disclosed in Tigray's management information
circular dated March 28, 2014 (the "Circular"), a Tigray
Shareholder wishing to file a tax election under section 85 of the
Income Tax Act (Canada) should consult its tax advisor.
Information concerning this filing will be available on East
Africa's website at www.eastafricametals.com. The deadline for
submission of the tax election form to East Africa is August 4,
2014. All eligible holders who wish to make a Section 85 election
should give their immediate attention to this matter, and in
particular should consult their tax advisors without delay.
For further details of the Arrangement, please see the Circular,
and the joint news release of East Africa and Tigray dated February
24, 2014, and Tigray's news release dated May 1, 2014, each of
which is available on SEDAR at www.sedar.com.
About Tigray Resources
Tigray is a Canadian mineral exploration company focused on
discovery through advancing early-stage mineral projects in
Ethiopia. Tigray's key property is the 70%-owned Harvest
polymetallic VMS exploration project, which covers 155 square
kilometres in the Tigray region of Ethiopia, 600 kilometres
north‐northwest of the capital city of Addis Ababa. The company has
an option to earn an 80% interest in the Adyabo property covering
418 square kilometres immediately west of the Harvest project.
About East Africa Metals
East Africa Metal's principal asset is the Handeni Property
located in north-eastern Tanzania. The Handeni Property includes
the Magambazi Project, a gold deposit discovered in 2009.
More information on East Africa Metals Inc. can be viewed at the
company's website www.eastafricametals.com.
This news release contains "forward-looking information"
within the meaning of applicable Canadian and United States
securities legislation. Generally, forward-looking information can
be identified by the use of forward-looking terminology such as
"anticipate", "believe", "plan", "expect", "intend", "estimate",
"forecast", "project", "budget", "schedule", "may", "will",
"could", "might", "should" or variations of such words or similar
words or expressions. Forward-looking information is based on
reasonable assumptions that have been made by East Africa and
Tigray as at the date of such information and is subject to known
and unknown risks, uncertainties and other factors that may cause
the actual results, level of activity, performance or achievements
of East Africa and Tigray to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to: risks associated with mineral exploration and
development; metal and mineral prices; availability of capital;
accuracy of East Africa's and Tigray's respective projections and
estimates; interest and exchange rates; competition; stock price
fluctuations; availability of drilling equipment and access; actual
results of current exploration activities; government regulation;
political or economic developments; environmental risks; insurance
risks; foreign taxation risks, capital expenditures; operating or
technical difficulties in connection with development activities;
personnel relations; the speculative nature of strategic metal
exploration and development including the risks of diminishing
quantities of grades of reserves; contests over title to
properties; and changes in project parameters as plans continue to
be refined, as well as those risk factors set out in the Circular,
East Africa's listing application dated July 8, 2013 and Tigray's
listing application dated August 18, 2011.
Forward-looking statements are based on assumptions
management believes to be reasonable, including but not limited to
the business of the resulting issuer on completion of the
Arrangement, the price of gold; the demand for gold; the ability to
carry on exploration and development activities; the timely receipt
of any required approvals; the ability to obtain qualified
personnel, equipment and services in a timely and cost-efficient
manner; the ability to operate in a safe, efficient and effective
manner; and the regulatory framework regarding environmental
matters, and such other assumptions and factors as set out herein.
Although East Africa and Tigray have attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. East Africa and Tigray do
not undertake to update any forward-looking information that is
included herein, except in accordance with applicable securities
laws.
None of the securities issued pursuant to the Arrangement
have been or will be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and any securities exchanged pursuant to the
Arrangement are intended to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
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 or
accuracy of this news release.
East Africa Metals Inc.Nick WattersBusiness Development(604)
488-0822investors@eastafricametals.comTigray Resources Inc.Andrew
Lee SmithPresident & C.E.O.(604)
488-9582investors@tigray.ca
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