Oceanus Resources And El Tigre Announce Receipt Of Interim Order And Mailing Of Meeting MaterialsOct 09, 2015
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 has been granted an interim order from the Supreme Court of British Columbia authorizing various matters, including the holding of a special meeting of El Tigre shareholders to consider the previously announced arrangement (the "Arrangement") between Oceanus and El Tigre and the mailing of a management information circular (the "Circular").
As described in the Circular, El Tigre will be seeking shareholder approval for the Arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the "Arrangement Resolution").
The special meetings of El Tigre shareholders to consider the Arrangement Resolution will be held on Thursday, November 5, 2015. El Tigre's special meeting of shareholders will commence at 10:00 AM Pacific time at 2600 -
1066 West Hastings Street, Vancouver British Columbia. El Tigre shareholders of record as of the close of business on October 2, 2015 are eligible to vote at the special meeting.
The Board of Directors of El Tigre has unanimously recommended that El Tigre shareholders vote FOR the Arrangement Resolution. In addition, each of the directors and senior officers of El Tigre and certain El Tigre shareholders, who currently hold in the aggregate approximately 68% of the issued and outstanding El Tigre shares, have entered into voting agreements with Oceanus and El Tigre and have agreed to vote in favour of the Arrangement Resolution.
Under the terms of the Arrangement, El Tigre shareholders will receive 0.2839 of a common share of Oceanus for each El Tigre common share held ("El Tigre Shares"). In connection with the Arrangement, "in-the-money" warrants and stock options to purchase El Tigre Shares will be transferred to El Tigre in exchange for that number of El Tigre Shares as is equal to the value of the "in-the-money" amount of the warrant or option, and such El Tigre Shares so issued will be subsequently treated as per the remainder of the outstanding El Tigre Shares in the Arrangement. Outstanding warrants and options that are not "in-the-money" will be cancelled.
The Circular is being mailed today to the shareholders of El Tigre, and will also be available under the profile of El Tigre on SEDAR at www.sedar.com
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY. Your vote is important regardless of the number of shares you own. El Tigre shareholders are encouraged to read the Circular in detail.
Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact Rob Grace at Corporate Communications at (604) 639-0044 or firstname.lastname@example.org.
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, court, and securityholder approvals for the arrangement; the ability of Oceanus and El Tigre to satisfy the other conditions to, and to complete, the arrangement; the anticipated timing of the mailing of the information circular regarding the arrangement, the anticipated timing of the meeting of El Tigre shareholders to vote on the arrangement, and 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 assumptions as to the time required to prepare and mail shareholder meeting materials, including the required information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder 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 unforeseen delays in preparing meeting materials, inability to secure necessary shareholder, 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 shareholder, Court, regulatory and other third party approvals required in order to proceed with the transaction; the expected synergies from the Transaction not being realized; business integration risks; operational risks in the development and exploration of precious metals properties; delays or changes in plans with respect 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
President and CEO
FOR FURTHER INFORMATION, CONTACT:
Glenn Jessome, President and CEO
ON BEHALF OF EL TIGRE SILVER CORP.
Chairman, CEO, and Director
FOR FURTHER INFORMATION, CONTACT:
Rob Grace, Corporate Communications
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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