El Tigre Shareholders Approve Plan of Arrangement with Oceanus Resources Corporation
Nov 06, 2015Not for distribution to US wire services or for dissemination in the United States of America
VANCOUVER, BC, CANADA – 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 respe ct 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
Glenn Jessome
President and CEO
FOR FURTHER INFORMATION, CONTACT:
Glenn Jessome, President and CEO
(902) 492-0298
jessome@oceanusresources.ca
ON BEHALF OF EL TIGRE SILVER CORP.
Ernie Elko
Chairman, CEO, and Director
FOR FURTHER INFORMATION, CONTACT:
Rob Grace, Corporate Communications
(604) 639-0044
rgrace@eltigresilvercorp.com
Neither 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 release.
(Not for distribution to US wire services or for dissemination in the United States of America)
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