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TORONTO, Jan. 2, 2013 /CNW/ - Further to its preliminary news release of
April 2, 2012, Triumph Ventures III Corp. (TSXV: TVP.P) ("Triumph"), a TSX Venture Exchange Inc. (the "TSXV") capital pool company, is pleased to confirm that it has received the
conditional approval of the TSXV to acquire all of the issued and
outstanding common shares of Altitude Resources Ltd. ("Altitude") as part of its qualifying transaction pursuant to Policy 2.4 of the
TSXV (the "Qualifying Transaction"). The Qualifying Transaction will be carried out by means of a
triangular amalgamation (the "Amalgamation"), in which Altitude will amalgamate with a wholly-owned subsidiary of
Triumph, and Triumph will be renamed "Altitude Resources Inc." (the "Resulting Issuer"). The common shares of Triumph will undergo a consolidation on a
two-for-one basis prior to the completion of the Qualifying
Transaction. Holders of shares of Altitude (the "Altitude Shares") will receive shares of the Resulting Issuer in exchange for their
Altitude Shares on a one-for-one basis. The consolidation,
Amalgamation and name change have received all applicable shareholder
and other corporate approvals.
The Qualifying Transaction will constitute a reverse take-over of the
Resulting Issuer since the former shareholders of Altitude will own (on
a non-diluted basis) approximately 93% of the outstanding shares of the
Resulting Issuer immediately upon closing.
Triumph will issue a total of 18,963,766 Common Shares to acquire all of
the issued and outstanding shares of Altitude. It is expected that the
Resulting Issuer will have 21,794,797 Resulting Issuer Shares, 137,262
Resulting Issuer Options and 2,616,979 Resulting Issuer Warrants
outstanding immediately upon the completion of the Qualifying
Transaction. 14,446,767 Common Shares will be subject to escrow and
will be gradually released therefrom as per the applicable rules of the
In connection with the Qualifying Transaction, Triumph carried out
private placements of 1,373,186 flow-through subscription receipts at a
price of $0.70 each for gross proceeds of $961,230 (the "FT Subscription Receipts"), and Altitude carried out private placements of 4,267,666 unit
subscription receipts at a price of $0.60 each for gross proceeds of
$2,560,600 (the "Unit Subscription Receipts"), representing a combined total gross proceeds of $3,521,830 from the
Triumph and Altitude private placements (collectively, the "Offering").
Each FT Subscription Receipt will automatically convert, without any
further action by the holder of such FT Subscription Receipt, and
without any additional consideration, into one common share of the
Resulting Issuer issued on a flow-through basis (a "FT Share"). Each Unit Subscription Receipt will entitle the holder thereof to
receive without additional consideration, one unit of Altitude (a "Altitude Unit"), comprised of: (i) one common share of Altitude (an "Altitude Share"), which shall automatically be exchanged for one common share of the
Resulting Issuer (a "Resulting Issuer Share"); and (ii) one-half of one common share purchase warrant of Altitude
(an "Altitude Warrant") which shall automatically be exchanged for one-half of one common
share purchase warrant of the Resulting Issuer (a "Resulting Issuer Warrant"). Each whole Resulting Issuer Warrant shall entitle the holder thereof
to acquire one additional Resulting Issuer Share, in each case at a
price of $0.80 for a period of two (2) years following closing of the
second tranche private placement (the "Closing").
The Offering was co-led by Salman Partners Inc. and Portfolio Strategies
Securities Inc. (collectively, the "Agents"). Triumph and Altitude will pay the Agents a commission of 7% of the
gross proceeds of the Offering. The Agents will also be issued broker
warrants (the "Broker Warrants") equal to 7% of the Offering upon satisfaction of the Escrow Release
Conditions. Each Broker Warrant will be exercisable to acquire one
Resulting Issuer Share at $0.60 per Resulting Issuer Share for a period
of two (2) years following Closing.
The Amalgamation contemplates several additional items occurring upon
its completion that required the approval of the shareholders of
Triumph, including: (a) the change of name of Triumph to "Altitude
Resources Inc.", to create the Resulting Issuer; (b) changing the board
of directors of the Resulting Issuer to nominees agreed upon pursuant
to the Amalgamation (as described in this news release); (c) the consolidation of the Triumph's shares on a two-for-one basis; and
(d) such other matters as the parties may determine is necessary or
advisable. An annual and special meeting of shareholders of Triumph was
held for the purpose of approving the foregoing items, all of which
will take effect, if approved, upon the completion of the Amalgamation.
Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to the satisfaction of the
minimum listing requirements of the TSXV, TSXV acceptance of the
Amalgamation as Triumph's qualifying transaction pursuant to its
Policies, and any other required approvals or consents.
The Qualifying Transaction is not a "non-arm's length transaction"
within the meaning of Policy 2.4 of the TSXV as the directors and
officers of Triumph have no ownership or interest in Altitude and, as
such, shareholders' approval is not required for purposes other than in
connection with the ancillary matters set out above.
The TSXV has waived the sponsorship requirements in connection with the
A filing statement in respect of the Qualifying Transaction has been
prepared and filed in accordance with Policy 2.4 of the TSXV on SEDAR
at www.sedar.com at least seven business days prior to the commencement of trading of
the Resulting Issuer's shares.
Altitude is an Alberta company incorporated on August 19, 2010. The
company has its head office located in Calgary. Altitude holds six coal
licenses in the Hinton area of west central Alberta (the "Palisades Coal Property"). According to the Resource Report for the Palisades Coal Property
dated November 28, 2011 by Robert F. Engler, P. Geol. and Robert J.
Morris, M. Sc., P. Geol. at Moose Mountain Technical Services (the "Technical Report"), the Palisades Coal Property has the potential to host significant
coal resources and is a property of merit, worthy of further
The following information regarding the Palisades Coal Property was
extracted from the Technical Report. Historical drilling has confirmed
that the coal seams on the Palisades Coal Property demonstrate moderate
lateral stratigraphic and coal quality continuity and that the raw
in-situ coal is classified as being low volatile bituminous coking
coal. On the basis of the current interpretation, the Palisades Coal
Property is classified as complex, potentially surface mineable
deposit. Potential exists for structurally thickened coal seams which
could present attractive mining situations.
Three additional greenfields Altitude coal properties are also included
in the Qualifying Transaction. The properties are the Palisades
Extension which is adjacent to the Palisades Coal Project, Moberly
Creek and Berland. The combined properties cover over 17,100 hectares
and they are all located in close proximity to existing
infrastructure such as paved roads and rail lines.
A summary of any significant financial information respecting Altitude
and the Palisades Coal Property will be made public when it is
Triumph is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. As
of the date hereof, Triumph has 2,915,691 Common Shares ("Triumph Shares") outstanding and securities exercisable or exchangeable for, or
convertible into, or other rights to acquire, an aggregate of 451,095
Triumph Shares at an exercise price of $0.20 per Triumph Share. It is a
capital pool company and intends for the Transaction to constitute its
"Qualifying Transaction" as such term is defined in the policies of the
TSXV. Triumph is a "reporting issuer" in the provinces of British
Columbia, Alberta, Saskatchewan, Manitoba, and Ontario.
Proposed Management and Directors
As part of the completion of the Qualifying Transaction the Resulting
Issuer's board of directors will be comprised of the persons listed
below. The following are brief descriptions of the management team and
the proposed nominees for directorships.
Andrew Wusaty, President, CEO and Director
Andrew Wusaty has over 12 years of experience in environmental
consulting in the mining industry, having worked at coal and mineral
mining projects in Canada, Australia, Mongolia, Kazakhstan, Kyrgyzstan
and Indonesia in both field and project management roles. Andrew
Wusaty's specialties include the development of environmental and
social impact assessments for mine permitting and international
lending, and asset retirement obligation estimates for mine closure.
Andrew Wusaty's experience also includes the development of mine
closure and reclamation plans and third party environmental auditing
and due diligence.
Doug Porter, CFO and Director
Mr. Porter is Principal of Porter Valuations Inc., a specialty business
valuation firm providing valuation and financial consulting services to
a broad spectrum of private and public companies throughout Western
Canada since 1997. He is also CFO and Director of Guatavita Gold
Corporation, a private mining company focused on precious metals
exploration in South America. Mr. Porter has over 20 years experience
in accounting, business valuation and financial consulting. He has a
Bachelor of Commerce degree from the University of Calgary. He is a
Chartered Accountant and Chartered Business Valuator.
He is also a director and audit committee chairman of Manson Creek
Resources Ltd. (TSXV) and a director of Petro Occidente Capital Corp.
Gene Wusaty, Director
Gene Wusaty is a professional mining engineer with over 30 years of
mining-related operational experience, with responsibilities in
underground and open-pit coal mining and coal-fired power generation
operations in Alberta and British Columbia. Gene Wusaty is Managing
Director and Chief Executive Officer of Coalspur Mines Ltd. Prior
thereto, Gene Wusaty was President of Ivanhoe Mines Ltd.'s coal
division and then Chief Operating Officer of SouthGobi Energy Resources
Ltd. following its acquisition of Ivanhoe Mines Ltd. coal division in
2006. Prior to joining Ivanhoe Mines Ltd., Gene Wusaty served as Vice
President and Chief Operating Officer of Grande Cache Coal Corporation.
Pierre Gagnon, Director
Pierre G. Gagnon is the Chair of Pheet Inc., a chain of clinics
specializing in foot care. He is a Director of Gravitas Inc., a private
Investment Bank. Mr. Gagnon was the chair of Copernicus Educational
Products Inc. from 2006 to 2009. He is also a director of Halton
Healthcare Services Foundation and Oakville Galleries.
George W. Roberts, Director
George W. Roberts is a licensed Professional Engineer of Ontario since
1984 and is currently the vice-president of the mining group of the
Canadian law firm Heenan Blaikie LLP (Heenan Blaikie Consultants),
specializing in the economic evaluation and development of mineral
deposits. He brings to the Corporation more than 30 years of
experience in mineral exploration, mining operations, project
engineering and management, as well as diverse mining engineering
experience that includes precious and base metals, iron ore, rare earth
metals and industrial minerals. Previously, Mr. Roberts held numerous
positions in the mining industry, which include Canada Talc Limited,
Derry, Michener, Booth & Wahl, Davy International (Aker Kvaerner mining
& metals), BLM Bharti Engineering, Griffiths McBurney & Partners (GMP),
Inco Ltd. and most recently as Vice-President of Corporate Development
at Breakwater Resources Ltd.
David Carbonaro, Corporate Secretary
David Carbonaro practices corporate finance and international law. Mr.
Carbonaro joined Heenan Blaikie LLP as a partner in 2004 after
practicing securities and corporate law with another major Canadian
firm. Prior to that, he spent 10 years as a partner of a Toronto
boutique law firm that he founded and led.
All information contained in this news release with respect to Triumph
and Altitude 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.
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor 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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release includes certain "forward-looking statements" under applicable
Canadian securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to: the terms and
conditions of the Qualifying Transaction and RTO; the terms and
conditions of the private placement; future exploration and testing;
use of funds; and the business and operations of the Resulting Issuer
after the proposed transaction. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown risks,
uncertainties, and other factors which may cause the actual results and
future events to differ materially from those expressed or implied by
such forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; delay or failure to receive board, shareholder or
regulatory approvals and the results of current exploration and
testing. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.
Triumph and Altitude disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
SOURCE: Triumph Ventures III Corporation
For further information:
regarding the Transaction, please contact:
Peter D. Wanner, Chief Executive Officer and Chief Financial Officer, Triumph Ventures III Corp.
Telephone: (416) 918-6987
Doug Porter, Chief Financial Officer, Altitude Resources Ltd.
Telephone: (403) 453-3298