Amalgamation of Trans America Industries Ltd. and 1322256 Alberta Ltd. Becomes Effective

NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES

Primary Corp. ("Primary") is pleased to announce that the previously announced
continuances of Trans America Industries Ltd. ("TSA") and 1322256 Alberta Ltd.
("AlbertaCo") out of their former governing jurisdictions and into Ontario and
the subsequent amalgamation (the "Amalgamation") of TSA and AlbertaCo pursuant
to the laws of the Province of Ontario to form an amalgamated corporation,
Primary Corp., which was previously approved by shareholders of TSA and
AlbertaCo on July 17, 2008, have become effective. As a result of the completed
Amalgamation, effective at the open on Tuesday August 5, 2008, trading will
commence in the common shares of the Primary under the name "Primary Corp." and
under the symbol "PYC". Primary Corp. will trade on Tier 1 of the TSX Venture
Exchange (the "TSXV").


Primary will be categorized as an investment issuer under TSXV policies. It will
be a diversified merchant banking firm focused on the small cap market, which
will conduct all such activities as would be typical for a merchant bank,
including making equity investments in, and bridge loans to, appropriate
companies. Primary will not operate in the category of mining issuer under TSXV
policies. Mining assets of TSA that are not considered to be consistent with the
overall portfolio composition and objectives of Primary are expected to be dealt
with by Primary in a manner that will maximize shareholder value. Management of
the new company will be lead by a team consisting of Robert Pollock as President
and Chief Executive Officer and Dave Guebert as Chief Financial Officer. The
directors of Primary will be John Campbell, Frank Davis, David Duval, Barry
Gordon and Robert Pollock.


As described in the combination agreement between TSA and AlbertaCo dated May
11, 2008, TSA shareholders received one (1) common share of Primary in exchange
for every two (2) shares of TSA held prior to the Amalgamation. AlbertaCo
shareholders received one (1) share of Primary in exchange for every twenty (20)
shares (voting or non-voting) of AlbertaCo held prior to the completion of the
Amalgamation. Holders of convertible securities of each of the corporations
received economically equivalent securities of Primary.


As of the Effective Date, Primary issued approximately 15,602,213 shares to
former shareholders of TSA and approximately 17,708,749 shares to former
shareholders of AlbertaCo. Primary currently has 33,310,961 shares outstanding
and 38,551,874 shares outstanding on a fully diluted basis.


This news release does not constitute an offer to sell or a solicitation of an
offer to sell any securities in the United States. The securities of Primary
Corp. have not been and will not be registered under the United States
Securities Act of 1933, as amended or any state securities laws.


Further information concerning Primary Corp. can be found on www.sedar.com.

Trans America Industrial Com Npv (TSXV:TSA)
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から 6 2024 まで 7 2024