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)
© 2025 Silver Tiger Metals Inc.|TSXV:SLVR, OTCQX:SLVTF|Disclaimer
Disclaimer:
User Agreement
The following terms and conditions, along with all other terms and legal notices located on this https://silvertigermetals.com website (collectively, "Terms"), govern your use of this https://silvertigermetals.com website (the "Website"). If you do not understand and agree to be bound by all Terms, do not use this Website. Your use of this Website at any time constitutes a binding agreement by you to abide by these Terms.
Certain material found on this Website is protected by copyright. Certain names, graphics, logos, icons, designs, words, titles or phrases on this Website may constitute trade names, trademarks or service marks of Silver Tiger Metals Inc. ("Silver Tiger") or other entities. Trademarks may be registered in Canada and in other countries, as applicable. The display of trademarks on pages at this Website does not imply that a licence of any kind has been granted.
Although care has been taken in preparing and maintaining the information and materials contained on this Website, they are provided on an "as is" basis, without warranty of any kind, either express or implied, with respect to the accuracy or completeness of the information and Silver Tiger does not assume any responsibility or liability whatsoever for publishing them herein. In using this Website, you agree that Silver Tiger shall not be liable for any damages whatsoever (including indirect, incidental, special, punitive or consequential damages and loss of profits, opportunities or information) arising from (a) your use of or reliance on information contained on this Website; (b) any inaccuracy or omission in such information or failure to keep the information current; (c) use of any third-party web sites linked or referred to in this Website; (d) any delays, inaccuracies or errors in, or in the transmission of, any stock price quotes or historical price data; (e) any Internet software used in connection with this Website or computer viruses or other destructive programs encountered as a result of using this Website; and (f) any other matter connected with the Website, even if Silver Tiger is made aware of the possibility of such claims, damages or losses.
This Website contains links to, or feeds from, sites that Silver Tiger does not maintain. Silver Tiger assumes no responsibility for the contents of third-party sites accessed through links on, or otherwise incorporate in, this Website. Access to or information from such third-party sites is provided for your convenience only. Silver Tiger does not monitor or endorse such third-party sites.
This Website is not to be construed as a form of promotion, an offer to sell securities or as a solicitation to purchase our securities. This Website has been produced as a source of general information only.
Please note that this Website contains "forward-looking information", within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to our plans respecting our mineral projects and our other key mineral properties and the ability to secure and maintain required permits for such projects and properties, exploration expenditures and activities and the possible success of such exploration activities, the estimation of mineral reserves and resources, the realization of mineral estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, mineral pricing, mine life projections, the availability of third-party concentrate, business and acquisition strategies and the timing and possible outcome of pending litigation. Often, but not always, forward-looking information can be identified by the use of words like "plans", "expects", "estimates", "forecasts", "intends", "understands", "anticipates", and similar expressions. Forward-looking information is based on the opinions and estimates of management as of the date such information is provided and is subject to known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including risks associated with the mining industry such as economic factors (including future commodity prices, currency fluctuations and energy prices), failure of plant, equipment, processes and transportation services to operate as anticipated, dependence on key personnel and employee relations, environmental risks, government regulation, actual results of current exploration activities, possible variations in ore grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, land titles, and social and political developments and other risks of the mining industry. Although we 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 forward-looking 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. We do not undertake to update any forward-looking information, except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of us, our financial or operating results or our securities.
Cautionary Note to US Investors
The disclosure on this Website has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Disclosure, including scientific or technical information, has been made in accordance with Canadian National Instrument 43-101 -- Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. As a result, information contained on this Website containing descriptions of the mineral properties or estimates of mineral reserves or resources of Silver Tiger is not comparable to similar information disclosed by U.S. companies in reports filed with the SEC.
For example, the terms "measured mineral resources", "indicated mineral resources", "inferred mineral resources", "proven mineral reserves" and "probable mineral reserves" are used on this Website to comply with the reporting standards in Canada. While those terms are recognized and required by Canadian regulations, the SEC does not recognize them.
Under the rules and regulations of the SEC set forth in Industry Guide 7, a U.S. company may only disclose estimates of proven and probable mineral reserves, and may not disclose estimates of any classification of mineral resources. In addition, the definitions of proven and probable mineral reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under United States standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Investors are cautioned not to assume that all or any part of the mineral deposits in these categories will ever be converted into mineral reserves. Any estimate of mineral reserves or resources has a great amount of uncertainty as to its existence, and great uncertainty as to its economic and legal feasibility with estimates of mineral resources having a greater degree of uncertainty. It cannot be assumed that all or any part of measured mineral resources, indicated mineral resources or inferred mineral resources will ever be upgraded to a mineral reserve or mined. Further, in accordance with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated mineral resources, or inferred mineral resources on this Website will ever be classified as a reserve. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute reserves as in place tonnage and grade without reference to unit measures.