/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
TSX VENTURE - DNR
TORONTO, Aug. 17 /CNW/ - DYNAMITE RE
SOURCES LTD. ("Dynamite") (TSX
Venture Exchange: DNR) today announced the successful completion of its court
approved plan of arrangement (the "Arrangement") and offer to acquire all the
issued and outstanding ordinary shares ("Tau Ordinary Shares") of Tau Mining
Limited ("Tau") by way of take-over bid (the "Offer").
Pursuant to the Offer, Dynamite has acquired approximately 173,120,001 or
95% of the outstanding Tau Ordinary Shares. Dynamite expects to acquire the
remaining Tau Ordinary Shares pursuant to compulsory acquisition procedures on
the same terms as provided under the Offer. Dynamite intends to take up and
pay for the Tau Ordinary Shares tendered on or about August 17, 2007 or as
soon as possible thereafter.
Pursuant to the Arrangement, Dynamite and 6803725 Canada Inc. (formerly
Tau Finance Inc.) ("Finco"), a subsidiary of Dynamite, have amalgamated into
one corporate entity (the "Corporation") in accordance with the Arrangement.
The outstanding common shares of Dynamite were exchanged for common shares of
the Corporation ("Common Shares") on a one for one basis and outstanding
convertible securities of Dynamite will remain outstanding and be convertible
into Common Shares in accordance with their terms. In connection with the
Arrangement, 56,250,000 subscription receipts (the "Subscription Receipts") of
Finco were exchanged for 56,250,000 units of Finco with each unit being
comprised of one common share of Finco (a "Finco Common Share") and one Finco
Common Share purchase warrant (a "Finco Warrant"). Each Finco Common Share was
exchanged for one Common Share and each Finco Warrant was exchanged for one
warrant of the Corporation (a "Warrant"), with each whole Warrant being
exercisable to acquire one Common Share at a price of C$1.00 for a period of
two years following the closing of the Arrangement. The outstanding
compensation options of Finco were exchanged for compensation options of the
Pursuant to the terms of the Offer, for each Tau Ordinary Share held, Tau
shareholders who tendered to the Offer have elected to receive either (i) one
quarter of one Common Share and one quarter of one Warrant, or (ii) cash
consideration of C$0.15 and one sixteenth of one Common Share.
Upon taking up and paying for the Tau Ordinary Shares tendered to the
Offer, there will be approximately 109,912,500 Common Shares issued and
outstanding. Dynamite intends to acquire all outstanding Tau Ordinary Shares
not tendered to the Offer pursuant to a compulsory acquisition under the Part
28 of the Companies Act 2006 (UK), as described in the take-over bid circular
dated July 10, 2007 and will dispatch notices in relation to the compulsory
acquisition of the Tau Ordinary Shares not tendered to the Offer.
The board of directors of the Corporation is now comprised of Stan Bharti
(Chairman), David Argyle (President and Chief Executive Officer), Blair
Krueger, Lewis MacKenzie and Gerald McCarvill.
For further information on the Arrangement and the Offer, see the
Information Circular of Dynamite dated July 10, 2007 which is available at
Dynamite Resources Ltd.
Please visit the Company's web site at www.dynamiteresources.com.
Cautionary Note Regarding Forward-looking Information
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 Company's plan of business
operations; use of proceeds; availability of financing on acceptable terms;
and projected costs and expenditures. There can be no assurance that such
statements will prove to be accurate; actual results and future events could
differ materially from such statements. In particular, past success or
achievement does not guarantee future success. Factors that could cause actual
results to differ materially include, among others, metal prices, competition,
financing risks, acquisition risks, risks inherent in the mining industry, and
regulatory risks. 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.
This news release does not constitute an offer to sell or a solicitation
of an offer to sell any of the securities in the United States. The securities
have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OF THIS RELEASE.
For further information:
For further information: Stan Bharti, Executive Chairman, Tel: (416)