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TORONTO, Sept. 27, 2012 /CNW/ - Triumph Ventures III Corp. (TSXV: TVP.P)
("Triumph") is pleased to announce that it has closed the first tranche of an
equity financing in connection with a reverse take-over with Altitude
Resources Ltd. ("Altitude") where Triumph will amalgamate with Altitude as it's qualifying
transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange Inc. ("TSX-V"). The common shares of Triumph will undergo a consolidation on a 2 for
1 basis prior to the completion of the Qualifying Transaction. The
resulting issuer (the "Resulting Issuer") will be listed on the TSX-V and shareholders of Altitude will become
shareholders of the Resulting Issuer following the completion of the
Pursuant to the closing of the first tranche of the private placement
financing, Altitude issued and sold 4,001,000 subscription receipts
(the "Unit Subscription Receipts") at a price of $0.60 per Unit Subscription Receipt for gross proceeds
of $2,400,600. Each Unit Subscription Receipt will entitle the holder
to receive one unit of Altitude (a "Unit"). Each Unit is comprised of one common share of Altitude (a "Altitude Common Share"), which, upon the completion of the Qualifying Transaction and certain
other conditions (the "RTO"), will be exchanged for one common share of Resulting Issuer (a "Resulting Issuer Common Share"), and one-half of one common share purchase warrant of Altitude (each
whole warrant, an "Altitude Warrant"), which, upon completion of the RTO, will be exchanged for one-half of
one common share purchase warrant of the Resulting Issuer (each whole
warrant, a "Resulting Issuer Warrant"). Each whole Altitude Warrant shall entitle the holder thereof to
acquire one common share of Altitude (an "Altitude Warrant Share") and, upon completion of the RTO, each whole Resulting Issuer Warrant
shall entitle the holder thereof to acquire one common share of the
Resulting Issuer (a "Resulting Issuer Warrant Share"), in each case at a price of $0.80 until 5:00 p.m. (Vancouver time) on
the date which is 24 months following the closing date of the private
placement. All securities issued pursuant to the private placement are
subject to a four month hold period following the closing date.
Triumph also has issued and sold 859,286 flow-through subscription
receipts (the "Flow-Through Subscription Receipts") at a price of $0.70 per Flow-Through Subscription Receipt for gross
proceeds of $601,500.20. Each Flow-Through Subscription Receipt will
entitle the holder thereof to receive one flow-through common share of
Triumph which will automatically convert to one flow-through common
share of the Resulting Issuer following the RTO.
The private placement was co-led by Salman Partners Inc. and Portfolio
Strategies Securities Inc. (collectively, the "Agents"). The Triumph and Altitude paid the Agents' a commission of 7% of the
gross proceeds of the quarter, with one quarter payable upon closing,
and three quarters payable upon closing of the Qualifying Transaction.
The Agents' will also be issued broker warrants (the "Broker Warrants") equal to 7% of the offering. Each Broker Warrant will be exercisable
to acquire one Resulting Issuer Common Share at $0.60 per Resulting
Issuer Common Share (for a period of 24 months following the closing of
the Qualifying Transaction. The gross proceeds from the offering will
be held in escrow until the closing of the RTO.
The securities offered have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration
requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy the securities in the United
States or in any jurisdiction in which such offer, sale or solicitation
would be unlawful.
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.
Two 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 and Moberley Creek. The
combined properties cover over 17,100 hectares and they are all located
in close proximity to existing infrastructure such as paved roads and
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 Ontario,
British Columbia, Alberta, Saskatchewan and Manitoba.
Trading in the common shares of Triumph has been halted. It is unlikely
that the common shares of Triumph will resume trading until the
Transaction is completed and approved by the TSXV.
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 and, if applicable,
pursuant to the requirements of the TSXV, majority of the minority
shareholder approval. Where applicable, the transaction cannot close
until the required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
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 proposed 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:
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