/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE
All amounts in Canadian Dollars
TORONTO, April 25 /CNW/ - Triumph Ventures Corp. ("Triumph") (TMP.P), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), is pleased to announce that it has entered
into a letter of intent dated April 20, 2011 with Highvista Gold Corp.,
a private Ontario company ("Highvista"), that sets out the material terms and conditions pursuant to which it
is intended that Triumph and Highvista will complete a business
combination (the "Proposed Transaction").
The Proposed Transaction is intended to be the Qualifying Transaction of
Triumph pursuant to Policy 2.4 of the Exchange. It is expected that
following completion of the Proposed Transaction the combined entity
(the "Resulting Issuer") will qualify as a Tier 2 Mining Issuer
pursuant to the requirements of the Exchange. The Proposed Transaction
will be an arm's length transaction and will take place by way of a
share exchange or other form of transaction with the same economic
effect. As at March 30, 2011, the shareholders of Highvista are High
Desert Gold Corporation (49.5%), a public company (TSXV - "HDG")
incorporated pursuant to the Business Corporations Act (Canada) and Norvista Resources Corporation (50.5%), a private merchant
banking company incorporated pursuant to the Business Corporations Act (Ontario). Gerry McCarvill is the Chief Executive Officer of Norvista
Resources Corporation and the only shareholder holding in excess of 10%
of its common shares.
Highvista is a private Ontario company headquartered in Toronto
incorporated on November 12, 2010 under the Business Corporations Act (Ontario). Highvista's management and technical team has significant
experience in Mexican gold exploration, development and financing.
Highvista and an affiliated company (the "Affiliate") own 100% of a
Mexican subsidiary that in turn controls the 24,215 hectare Canasta
Dorada Gold Project located in Sonora State, Mexico. This project is
located in the Sonoran Gold Belt adjacent to Gammon Golds's 1.7 million
ounce resource El Chanate Mine. Highvista has identified six
mineralized areas at Canasta Dorada to date, and intends to complete a
6,000 meter drill program at three of these areas in the fourth quarter
of 2011. "We have assembled a great team and project in a world class
mining district" notes Rick Adams, President and CEO of Highvista, "and
we look forward to advancing Canasta Dorada".
As at March 31, 2011 (unaudited), Highvista had share capital
contributed of $3,448,469, total assets of $3,278,108 and total
liabilities of $35,000.
The Proposed Transaction
Immediately prior to the completion of the Proposed Transaction, Triumph
will consolidate its common shares so that each two pre-consolidation
common shares will become one post-consolidation common share (each an
"Triumph Share"). Following consolidation there will be issued and
outstanding 2,547,500 Triumph Shares, directors' stock options to
acquire an additional 254,750 common shares at a price of $0.40 per
share (the "Triumph Options"), and agent's options to acquire 203,750
Triumph Shares at a price of $0.40 per share.
Triumph will issue 22,875,500 Triumph Shares, plus that additional
number of Triumph Shares equal to the number of shares to be issued
pursuant to the Brokered Offering (described below), in exchange for
100% of the issued and outstanding shares of Highvista and the
Affiliate. Following the share exchange and assuming completion of the
maximum number of Private Placement Shares sold under the Brokered
Offering at $0.50 per Private Placement Share, it is estimated that
approximately 64.6% of the Resulting Issuer will be owned by existing
Highvista shareholders at closing or 57.4% on a fully diluted basis.
Subject to Exchange approval, all outstanding stock options in
Highvista ("Highvista Options") will be converted into stock options in
the Resulting Issuer with the same economic terms. This transaction
will represent a reverse takeover of Triumph by Highvista.
Triumph intends to make an application to the Exchange for an exemption
from the sponsorship requirements in connection with the Proposed
Transaction. There is no assurance that such exemption will be
granted. Trading in Triumph common shares is halted at present. It is
unlikely that the shares of Triumph will resume trading until the
Proposed Transaction is completed and approved by the Exchange.
It is intended that the Resulting Issuer will grant incentive stock
options ("Stock Options") on closing of the Proposed Transaction,
subject to the approval of the Exchange, to employees, consultants,
directors, officers of the Resulting Issuer and its subsidiaries, if
any. The maximum number of Stock Options (inclusive of the Highvista
Options and the Triumph Options) will equal 10% of the issued and
outstanding shares of the Resulting Issuer.
It is intended that the Resulting Issuer will be named "Highvista Gold
Corp." or such other name as the parties may reasonably agree upon.
The Resulting Issuer will be governed by the Business Corporations Act (Ontario).
PROPOSED BROKERED PRIVATE PLACEMENT
The Proposed Transaction will be completed contemporaneously with or
subsequent to a brokered offering of common shares of Highvista (the
"Brokered Offering"). Portfolio Strategies Securities Inc. ("PSSI")
has executed a preliminary agreement, which is subject to satisfactory
due diligence and the completion of a formal agency agreement, and has
agreed to act as agent, and to form a selling group, for and on behalf
of Highvista pursuant to the Brokered Offering to raise, on a
commercially reasonable efforts basis, for gross proceeds of up to a
maximum of $5,000,000 from the sale of Highvista Common Shares on an
exempt basis (the "Private Placement Shares") at a price of $0.50 per
Private Placement Share.
PSSI will receive a cash commission equal to 7% (3% with respect to
purchasers introduced to PSSI by Highvista) of the gross proceeds
received by from the sale of the Private Placement Shares as well as
agent's options to acquire that number of common shares equal to 7% (3%
with respect to purchasers introduced to PSSI by Highvista) of the
number of Private Placement Shares sold under the Brokered Offering.
These agent's options will have a price equal to the price of the
Private Placement Shares. PSSI will also receive reimbursement for its
reasonable out-of-pocket fees and expenses in connection with the
The proceeds from the Brokered Offering will be used by the Resulting
Issuer for exploration of Highvista's gold exploration properties and
general working capital requirements.
Capitalization of the Resulting Issuer
Following the completion of the Proposed Transaction and assuming
completion of the maximum number of Private Placement Shares sold under
the Brokered Offering and the maximum issuance of Stock Options,
approximately 35,423,000 Triumph Shares and approximately 4,446,050
options and warrants to acquire common shares of Triumph are
anticipated to be outstanding.
DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER
Subject to and following the closing of the Proposed Transaction, the
directors and senior officers of the Resulting Issuer are expected to
be the following individuals:
Richard Adams - President, CEO and Director
Mr. Adams is a Professional Engineer who holds an MBA in Finance. He is
an experienced Mining Executive with a proven international track
record in due diligence, finance, development, construction and
operation. Mr. Adams is experienced in gold, nickel, copper, zinc, and
diamond mining operations, and has been employed by, or consulted to,
most of the world's largest resource companies, including Xstrata,
AngloGold, Barrick, Placer Dome, Votorantim, INCO, Falconbridge,
Teck-Cominco, Hudson Bay Mining & Smelting, DeBeers and Rio Tinto. He
has worked in executive, operational and consulting roles for companies
with projects in North America, Central America, South America, Europe,
Asia and Africa. Most recently, Mr. Adams was a Founder and Director
of Castle Gold Corp., a Central American gold producer which was
successfully sold in 2010 for $110 million. Rick is currently a
Director of Virgin Metals Inc. and Aurvista Gold Corp.
Janet O'Donnell — CFO
Ms. O'Donnell brings over 25 years experience as an accounting
professional, including CFO roles with several junior resource
companies. She was the former CFO of Castle Gold Corp., a gold
producer whose operations were focused in Mexico, where her
responsibilities included overseeing the company's financial operations
in three countries and managing cash flows from sales of gold from two
mines. In addition, Mrs. O'Donnell was the CFO of a Canadian
manufacturing company that sold products exclusively to the mining
industry. Mrs. O'Donnell was an integral part of the team that took the
company public as an income trust in 2005 and then sold it to a private
equity group in 2007.
Miguel Cardona - Manager, Mexico
Mr. Cardona holds a degree in Geological Engineering and a Master's
degree in Planning and Systems. Mr. Cardona has approximately twenty
years experience in the mining industry in both exploration and
operations. Most recently, Mr. Cardona was Manager of Exploration for
Castle Gold Corp. Prior to that, he worked for Teck-Cominco and was
part of the team that discovered the Filos deposit (resource of 6
million ounces, now owned by Goldcorp.) and the El Limon deposit
(resource of 3 million ounces, now owned by Torex Gold Resources Inc.).
Previous to this, Mr. Cardona worked with Industrias Penoles in various
mines all over Mexico.
Robelsis Altamirano, Project Manager
Mr. Altamirano holds a degree in Geological Engineering and has over
twenty five years of Mexican exploration experience. Previously, Mr.
Altamirano was Project Manager for Castle Gold Corp. and was Project
Leader of the El Limon gold discovery team (resource of 3 million
ounces, now owned by Torex Gold Resources Inc.).
Gerry McCarvill, Director
Mr. McCarvill has extensive experience in the origination and execution
of global mining and energy private equity and finance transactions.
His career includes more than 30 years in the financial sector holding
senior positions with major investment firms including the executive
committee of CIBC Wood Gundy. Mr. McCarvill is currently the Chairman
and CEO of Norvista Resources Corp., a private merchant bank dedicated
to making investments in the natural resources sector. Previously, Mr.
McCarvill was CEO of McCarvill Corporation, a diversified financial
services company, which financed mining and energy companies. He
helped establish Repadre Capital Corporation, a mining royalty company
(now IAMGOLD CORP.), Desert Sun Mining (acquired by Yamana Gold),
Consolidated Thompson Iron Mines Ltd. (acquired by Cliffs Natural
Resources), and Metals Royalty Corporation.
Edmund King, Director
Mr. King is currently a director of Norvista Resources Corp. and the
Chairman of Caldwell Partners International. Mr. King has also been
Chairman and CEO of MTHIRTY Communications, an Internet Media Company,
since May 2004. He served as Chairman and Chief Executive Officer of
Wood Gundy Ltd. and CIBC Wood Gundy Ltd. from 1988 to 1995. He is a
past Chairman of the Investment Dealers Association of Canada. He
served as Chairman of Western International Communications from June
1994 to January 1998. Mr. King served as Deputy Chairman of Rockwater
Capital Corp. from January 1996 to March 31, 2003. He served as
Director of Xstrata Canada Corporation (formerly Falconbridge Ltd.)
from June 1994 to August 2006. He served as Director of Imax
Corporation from June 1999 until June 2004.
Ralph Fitch, Director
Mr. Fitch, the founder of South American Silver Corp., High Desert Gold
Corporation and their parent, General Minerals Corporation (now Sprott
Resource Corp.), is a geologist with over forty years of international
exploration management and field experience. His prior positions
include Chief Geologist (Worldwide) and Manager of United States
Exploration for the Chevron Minerals Group. He has broad exploration
experience including terms in the British Isles, Australia, West Africa
(Liberia), South Africa and the United States, as well as extensive
exploration experience in South America.
Tina Woodside, Director
Tina Woodside is a partner with the Canadian law firm Gowling Lafleur
Henderson LLP specializing in corporate and securities law, with
particular emphasis on corporate finance, mergers and acquisitions and
corporate governance matters. She has advised numerous Canadian and
foreign public and private companies regarding their initial public
offerings, public and private financings and various forms of business
combinations, with particular emphasis on junior exploration companies.
She also serves as a director of South American Silver Corp., High
Desert Gold Corporation and Verdant Financial Partners I Inc., and is a
past director of General Minerals Corporation (now Sprott Resource
Corporation). Ms. Woodside is a graduate of the Institute of Corporate
Directors/Rotman School of Business Directors' Education Program and is
a certified director (ICD.D).
The completion of the Proposed Transaction and the Brokered Offering are
subject to the approval of the Exchange and all other necessary
approvals. The completion of the Proposed Transaction is also subject
to certain other additional conditions precedent, including, but not
limited to: (i) the entering into of a definitive agreement by Triumph
and Highvista on or before May 15, 2011 (the "Definitive Agreement");
(ii) completion of satisfactory due diligence by each of Triumph and
Highvista; (iii) the approval of the Proposed Transaction by each of
Triumph's and Highvista's respective board of directors; (iv) the
approval of the shareholders of each of Triumph and Highvista; (v)
completion of the Brokered Offering; (vi) approval from the Exchange to
list the Resulting Issuer's shares; (vii) the absence of any material
change or change in a material fact which might reasonably be expected
to have a material adverse effect on the financial and operational
conditions or the assets of each of the parties to the Definitive
Agreement; and (viii) certain other conditions typical in a transaction
of this nature.
All information contained in this news release with respect to Triumph
and Highvista was supplied by the parties respectively, for inclusion
herein, and each party and its directors and officers have relied on
the other party for any information concerning the other party.
Investors are cautioned that, except as disclosed in the information
circular or filing statement to be prepared in connection with the
Proposed Transaction, any information released or received with respect
to the Proposed Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of a capital pool
company should be considered highly speculative.
Statements in this press release may contain forward-looking information
including, operating costs, administrative costs, acquisitions and
dispositions, capital spending, access to credit facilities, income
taxes, regulatory changes, and other components of cash flow and
earnings. Any statements that are contained in this press release that
are not statements of historical fact may be deemed to be forward
looking statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expects" and similar
expressions. The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of Triumph. The reader is cautioned not to place
undue reliance on any forward-looking information. Such information,
although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ
materially from those anticipated. Forward-looking statements
contained in this press release are expressly qualified by this
The forward-looking statements contained in this press release are made
as of the date of this press release, and Triumph does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by securities
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED
STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Completion of the Proposed Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance. Where
applicable, the Proposed Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the
Proposed Transaction will be completed as proposed or at all.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE
PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE
CONTENTS OF THIS PRESS RELEASE.
NEITHER THE 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 PRESS
SOURCE Triumph Ventures Corp.
For further information:
| Triumph Ventures Corp. |
| Jim Andersen, Director |
| Telephone: || (416) 947-9800 |
| Facsimile: || (416) 947-9804 |
| Highvista Gold Corp. |
| Richard Adams, President and CEO |
| Telephone: || (416) 504-3588 |
| Facsimile: || (415) 504-4129 |