TORONTO, Sept. 3 /CNW/ - Trinorth Capital Inc. (TSXV:TRT) ("Trinorth") is
pleased to announce that Russo-Forest Corporation ("Russo-Forest"), has
entered into a definitive share exchange agreement with Nyah Resources
(TSXV:NRU) ("Nyah") pursuant to which Nyah has agreed to purchase all of the
outstanding shares of Russo-Forest. Subsequent to the proposed acquisition,
Trinorth will hold approximately 27.6% of the outstanding common shares of
Trinorth was a founding investor of Russo-Forest in 2007. Russo-Forest
has rights to harvest timberland in Russia and its goal is to become a
leading, vertically-integrated, certified supplier of value added wood
products in Russia. Russo-Forest is capitalizing on the opportunity to harvest
high value, low cost Russian timber, by converting the timber into value added
wood products that will supply end use markets in Russia, China, Japan, Europe
and North America.
Russo-Forest is working to acquire lease agreements that provide for up
to approximately 10,000,000 m3 of additional allowable cut in the eastern
regions of Russia. In the event that it successfully obtains such additional
lease agreements, Russo-Forest will be one of the largest timberland holders
in the world.
Nyah has filed a management information circular to provide further
information to its shareholders regarding the Russo-Forest Acquisition. An
annual and special meeting of shareholders has been called to consider these
matters and is to be held on October 8, 2009.
Forbes & Manhattan Inc. has committed to back stop an equity financing of
Nyah following the Russo-Forest acquisition by purchasing units of Nyah in the
event that Nyah cannot otherwise sell at a price of $0.12 per unit for
aggregate proceeds up to $2,000,000, subject to certain conditions. The back
stop commitment is in respect of units comprised of one Nyah common share and
one-half of one share purchase warrant. Each whole share purchase warrant
would entitle the holder to purchase one Nyah common share at a price of $0.12
per warrant exercisable for a period of 24 months from the date of issue.
Forbes & Manhattan Inc. is a non-arm's length party to Nyah and Nyah has
agreed to pay Forbes & Manhattan a fee of $100,000 for the provision of this
stand by commitment. This financing would be subject to approval of the TSX
The proposed transaction is subject to a number of conditions, including
receipt of shareholder and regulatory approval, including approval of the TSX
Venture Exchange, and the execution of a definitive agreement in respect of
Amar Bhalla is a director of Nyah, currently holds 1,000,000 common
shares of Nyah and is also a director of Trinorth and has control or direction
over 850,000 common shares and 338,914 options of Trinorth.
TriNorth is a Canadian-based investment company that invests in a
diversified portfolio of companies to generate long-term capital growth for
shareholders. TriNorth takes an active interest in its investee companies from
the earliest stages, providing strategic and financial counsel, support and
direction to assist in their growth and success. TriNorth's investment
strategy includes structuring and initiating deals focused on particular
resources, themes or regions as well as launching the development of
businesses in select industries by providing assistance with the hiring of
management teams, providing seed capital and facilitating IPOs. All investment
activities of TriNorth are managed by Lawrence Asset Management Inc, a leading
Canadian alternative investment asset manager.
Except for statements of historical fact contained herein, the
information in this press release constitutes "forward-looking information"
within the meaning of Canadian securities law. Such forward-looking
information may be identified by words such as "plans", "proposes",
"estimates", "intends", "expects", "believes", "may", "will" and include
without limitation, statements regarding the stated use of proceeds; plan of
operations and comparative advantages; and benefits of this investment. There
can be no assurance that such statements will prove to be accurate; actual
results and future events could differ materially from such statements.
Factors that could cause actual results to differ materially include, among
others, regulatory risks, risks inherent in foreign operations, commodity
prices, competition, and investments having no history of operations. Most of
these factors are outside the control of the Company. Investors are cautioned
not to put undue reliance on forward-looking information. Except as otherwise
required by applicable securities statutes or regulation, the Company
expressly disclaims any intent or obligation to update publicly
forward-looking information, whether as a result of new information, future
events or otherwise.
For further information:
For further information: (416) 362-6283, Catherine Stretch, Lawrence
Asset Management Inc., Toronto, Canada, firstname.lastname@example.org,