VANCOUVER, April 30, 2013 /CNW/ - Tigris Uranium Corp. (TSX.V: TU) ("Tigris"), and Wolfpack Gold Corp. ("Wolfpack") are pleased to announce that they have entered into an Amalgamation Agreement (the "Agreement"), with each other and 0960926 B.C. Ltd., a wholly-owned subsidiary of Tigris ("Acquisition Corp."), in respect of a proposed "reverse takeover" that is to be conducted in accordance with the policies of the TSX Venture Exchange (the "TSXV"). The proposed transaction (the "Transaction") was first announced by Tigris and Wolfpack pursuant to a joint news release issued on December 7, 2012.
Tigris has now received TSXV conditional acceptance for the Transaction and a filing statement (the "Filing Statement") dated April 29, 2013, regarding the Transaction has been filed under the Tigris profile on SEDAR at www.sedar.com.
Pursuant to the Transaction, Tigris has also filed on SEDAR the following two National Instrument 43-101 ("NI 43-101") technical reports:
- "Technical Report on the Adelaide Property, Humboldt County, Nevada, USA" written by Nancy J. Wolverson, and dated effective April 8, 2013 (the "Adelaide Report"); and
- "Castle Black Rock Project Castle Zone Resource Evaluation" written by David Bikerman, and dated effective April 3, 2013 (the "Castle Black Report" and together with the Adelaide Report, (the "Technical Reports").
Nancy J. Wolverson and David Bikerman are "qualified persons" as defined in NI 43-101 and are independent of Tigris and Wolfpack. Excerpts from the Technical Reports are included in the Filing Statement.
Terms of the Agreement
Upon the closing of the Transaction (the "Closing"), and at the effective time of the amalgamation, it is anticipated that Acquisition Corp. and Wolfpack will amalgamate to form a single subsidiary of Tigris and Tigris will acquire all of the issued and outstanding securities of Wolfpack from the shareholders of Wolfpack in exchange for one Tigris common share (on a post share Consolidation (as defined below) basis) (the "Consideration Shares") for each one Wolfpack common share. In connection with the Transaction, Tigris plans to complete a consolidation of its common shares on a 3:1 basis (the "Consolidation") and change its name to "Wolfpack Gold Corp.". The Consideration Shares are anticipated to represent approximately 60% of the total issued and outstanding Tigris common shares as of the Closing. Upon completion of the Transaction, it is expected that the combined entity will continue to be classified as a Tier 1 mining issuer on the TSXV.
Conditions to Closing
Completion of the Transaction will be subject to a number of conditions including, among other things:
|(a)||the approval of the Transaction by the board of directors of each of Tigris and Wolfpack;|
|(b)||the approval of the Transaction by the shareholders of Wolfpack and Tigris in accordance with the requirements of the TSXV;|
|(a)||TSXV acceptance of the notice for filing of and approval of all transactions of Tigris necessary to complete the Transaction;|
|(b)||re-organization of the Tigris directors and officers to consist of:|
|William M. Sheriff||Chairman and Director|
|Nathan A. Tewalt||Chief Executive Officer and Director|
|John W. Legg||Director|
|William E. Threlkeld||Director|
|William B. Harris||Director|
|Matthew J. Anderson||Chief Financial Officer|
|Mark Abrams||Vice-President, Exploration|
|Nancy La Couvée||Corporate Secretary|
For more information on the Transaction, see the Filing Statement dated April 29, 2013 and initial joint news release issued on December 7, 2012, both available under the Tigris SEDAR profile at www.sedar.com.
About Wolfpack Gold Corp.
Wolfpack's mandate is to advance low cost heap leach and high grade underground gold projects towards production in the western United States. Wolfpack owns a significant portfolio of gold properties located in Nevada and surrounding states and has options to acquire certain properties, including the Castle Black Rock and Adelaide Properties located in Nevada. Wolfpack's portfolio has seen little to no activity since gold prices were below USD$400/oz. Both Adelaide and Castle Black Rock have previous operating histories as open pit heap leach operations during the late 1980s, when they were closed due to low gold prices.
About Tigris Uranium Corp.
Tigris is committed to maximizing shareholder value and is well positioned with a treasury of approximately $8.6 million and a low annual expenditure rate. Tigris owns 115,000+ acres (46,400 ha) of private mineral rights, with an indicated resource of 26.6 MM pounds U3O8 at an average grade of 0.105% e U3O8 and an inferred resource of 6.1 MM pounds U3O8 at an average grade of 0.110% e U3O8 (Beahm, 2012). These private mineral rights associated with mining properties are located in New Mexico's Crownpoint Uranium District, a portion of which is under NRC license, in a new progressive New Mexico regulatory and political environment.
Neither 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.
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. 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 all.
Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Tigris Uranium Corp. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Technical information in this press release relating to Wolfpack has been reviewed and approved by Mark J. Abrams, MSc, PG, RG, a Qualified Person as defined in National Instrument 43-101.
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance. There are numerous risks and uncertainties that could cause actual results and Tigris's and Wolfpack's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Tigris assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
SOURCE: Tigris Uranium Corp.
For further information:
Wolfpack Gold Corp.
Nathan A. Tewalt, Chief Executive Officer
Phone: (775) 284-1271