TIG Triumph Gold Corp

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tigray Resources Inc.
Andrew Lee Smith
President & C.E.O.
(604) 488-9582
investors@tigray.ca


East Africa Metals Inc.
Nick Watters
Business Development
(604) 488-0822
investors@eastafricametals.com

Triumph Gold (TSXV:TIG)
Historical Stock Chart
Von Apr 2024 bis Mai 2024

Triumph Gold (TSXV:TIG)
Historical Stock Chart
Von Mai 2023 bis Mai 2024