NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES

Trans America Industries Ltd. ("TSA") (TSX VENTURE:TSA) and 1322256 Alberta Ltd.
("AlbertaCo") are pleased to announce that their respective shareholders have
approved the continuances of TSA and AlbertaCo out of their present 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 expected to be named Primary Corp.
("Primary Corp.") as previously described in a press release issued on May 12,
2008. The Amalgamation is expected to be effected before the end of July, 2008.
The Amalgamation is an arm's length transaction that is subject to final
acceptance by the TSX Venture Exchange.


Management of the new company will be lead by Robert Pollock as President and
Chief Executive Officer. The directors of Primary Corp. will be John Campbell,
Frank Davis, David Duval, Barry Gordon and Robert Pollock.


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


Assuming that the Amalgamation will be effective July 31, 2008, Primary Corp.
will issue approximately 15,602,209 shares of Primary Corp. to TSA Shareholders
and 17,708,749 shares of Primary Corp. to AlbertaCo Shareholders and AlbertaCo
Non-Voting Shareholders upon the completion of the Amalgamation. As a result,
former shareholders of TSA will own approximately 46.8% of the outstanding
shares of Primary Corp. and former shareholders of AlbertaCo will own
approximately 53.2% of the then outstanding shares of Primary Corp.


Other matters approved by the respective shareholders of TSA and AlbertaCo
include a reduction in the stated capital of TSA and AlbertaCo, the
authorization of the directors of Primary Corp. to fix the number of directors
between the minimum and maximum number as set out in the Articles of
Amalgamation, a new stock option plan for Primary Corp. and a new by-law for
Primary Corp.


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 TSA,
AlbertaCo and 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.


Trans America Industrial Com Npv (TSXV:TSA)
Historical Stock Chart
Von Jun 2024 bis Jul 2024 Click Here for more Trans America Industrial Com Npv Charts.
Trans America Industrial Com Npv (TSXV:TSA)
Historical Stock Chart
Von Jul 2023 bis Jul 2024 Click Here for more Trans America Industrial Com Npv Charts.