TRIUMPH VENTURES CORP. - TRIUMPH AGREES TO A BUSINESS COMBINATION WITH HIGHVISTA GOLD CORP. AS A QUALIFYING TRANSACTION

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES/

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.

ABOUT HIGHVISTA

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.

Share Exchange

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.

Sponsorship

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.

Stock Options

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.

Name Change

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 Brokered Offering.

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).

CONDITIONS

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.

READER ADVISORY

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 cautionary statement.

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 law.

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 RELEASE.


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

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Triumph Ventures Corp.

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