|By Marketwired .||
|May 1, 2014 06:00 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/01/14 -- Tigray Resources Inc. (TSX VENTURE: TIG) ("Tigray" or the "Company") announces voting results from its Annual and Special Meeting of Shareholders held yesterday in Vancouver, BC.
A total of 47.2 million common shares, representing approximately 65.4% of the Company's issued and outstanding common shares, were voted in connection with the meeting. Tigray shareholders voted overwhelmingly in favour of all items of business, including the election of each director nominee as follows:
Dr. Jingbin Wang 99.5% Mr. Andrew Lee Smith 98.6% Mr. David Parsons 99.4% Mr. Randy Smallwood 99.7% Ms. Ge (Anna) Mao 99.4%
Tigray shareholders voted 98.9% in favour to appoint PricewaterhouseCooper LLP as auditors, and 99.4% to re-approve the Company's 10% rolling stock option plan.
Tigray shareholders have also voted to approve the previously announced plan of arrangement (the "Arrangement") under the Canada Business Corporations Act with East Africa Metals Inc. ("East Africa"). The resolution approving the Arrangement was approved by 99.7% of the votes cast by Tigray shareholders present in person or represented by proxy at the meeting as well as 99.0% of the votes cast by shareholders after excluding Tigray shares held by interested parties which includes shares held by East Africa and its directors and officers, as required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Under the terms of the Arrangement, on completion of the Arrangement, East Africa will issue to each holder of a Tigray common share 0.55 of an East Africa common share and 0.40 of an East Africa warrant. Each full warrant will entitle the holder to acquire one common share of East Africa at a price of $0.23 for a period of three years from the closing date. The Arrangement remains subject to final court approval, expected to be obtained on May 6, 2014, and final acceptance from the TSX Venture Exchange. Closing of the Arrangement is expected to occur on or about May 7, 2014.
Tigray is a Canadian mineral exploration company focused on discovery through advancing early-stage mineral projects in Ethiopia. Tigray's key property is the 70%-owned Harvest polymetallic VMS exploration project, which covers approximately 155 square kilometres in the Tigray region of Ethiopia, 600 kilometres north-northwest of the capital city of Addis Ababa. The Company also entered into an agreement to acquire up to an 80% interest in the Adyabo property covering 418 square kilometres immediately west of the Harvest project. Tigray's shares trade on the TSX Venture Exchange under the symbol TIG.
On behalf of the Board of Directors:
Andrew Lee Smith, P.Geo., President, CEO and Director
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "anticipate", "believe", "plan", "expect", "intend", "estimate", "forecast", "project", "budget", "schedule", "may", "will", "could", "might", "should" or variations of such words or similar words or expressions. Forward-looking information is based on reasonable assumptions that have been made by the Company as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks associated with the satisfaction of the conditions to closing of the Arrangement and the rules of the TSX Venture Exchange, mineral exploration and development; metal and mineral prices; availability of capital; accuracy of the Company's projections and estimates; interest and exchange rates; competition; stock price fluctuations; availability of drilling equipment and access; actual results of current exploration activities; government regulation; political or economic developments; environmental risks; insurance risks; capital expenditures; operating or technical difficulties in connection with development activities; personnel relations; the speculative nature of strategic metal exploration and development including the risks of contests over title to properties; and changes in project parameters as plans continue to be refined, as well as those risk factors set out in the Company's listing application dated August 18, 2011.
Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to completion of the Arrangement, receipt of all regulatory and third party approvals, the ability to satisfy the closing conditions of the Arrangement, the price of gold; the demand for gold; the ability to carry on exploration and development activities; the timely receipt of any required approvals; the ability to obtain qualified personnel, equipment and services in a timely and cost-efficient manner; the ability to operate in a safe, efficient and effective manner; and the regulatory framework regarding environmental matters, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United State Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities exchanged pursuant to the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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 news release.
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