Welcome!

News Feed Item

East Africa Completes Arrangement With Tigray

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/07/14 -- East Africa Metals Inc. ("East Africa") (TSX VENTURE:EAM) and Tigray Resources Inc. ("Tigray") (TSX VENTURE:TIG) are pleased to announce that the Ontario Superior Court of Justice issued a final court order on May 6, 2014 approving the previously announced plan of arrangement (the "Arrangement") under the Canada Business Corporations Act.

The Arrangement became effective as of 12:01 a.m. (Toronto time) on May 7, 2014 and East Africa has now acquired ownership and control of all of the issued and outstanding shares of Tigray ("Tigray Shares"). Pursuant to the Arrangement, among other things, holders of Tigray Shares ("Tigray Shareholders") other than East Africa, as at the effective time of the Arrangement, are entitled to receive 0.55 of a common share of East Africa (each whole share an "East Africa Share") and 0.40 of a common share purchase warrant of East Africa (each whole warrant an "East Africa Warrant") for each Tigray Share held (the "Share Exchange Ratio"). Each whole East Africa Warrant will entitle the holder to acquire one East Africa Share at a price of $0.23 until May 7, 2017.

Pursuant to the Arrangement, all holders of outstanding Tigray options and warrants will be entitled to receive upon the subsequent exercise thereof, for the same aggregate consideration payable, the number of East Africa Shares and East Africa Warrants on the basis of the Share Exchange Ratio, to reflect the consideration to be received by Tigray Shareholders pursuant to the Arrangement.

Pursuant to the Arrangement, East Africa acquired 64,229,665 Tigray Shares, representing approximately 88.9% of the outstanding Tigray Shares. Following the Arrangement, East Africa holds an aggregate of 72,229,665 Tigray Shares, representing 100% of the outstanding Tigray Shares. The purpose of the Arrangement was to enable East Africa to acquire all of the issued and outstanding Tigray Shares in order for Tigray to become a wholly-owned subsidiary of East Africa. East Africa relied on Section 2.11 of National Instrument 45-106 Prospectus and Registration Exemptions in the acquisition of the Tigray Shares.

The Tigray Shares will be delisted from the TSX Venture Exchange at the close on May 7, 2014 and East Africa intends to cause Tigray to apply to the relevant securities commissions for Tigray to cease to be a reporting issuer under Canadian securities laws.

Upon issuance of the East Africa Shares, there will be approximately 101.7 million East Africa Shares issued and outstanding. Immediately prior to the Arrangement, Tigray has cancelled the 12 million Tigray warrants held by East Africa.

For registered Tigray Shareholders ("Registered Shareholders") whose Tigray Shares are represented by a Direct Registration Advice rather than a physical share certificate, no further action is required. A new Direct Registration Advice will be mailed to the Registered Shareholder representing his or her entitlement to East Africa Shares and a certificate representing East Africa Warrants.

Registered Shareholders whose Tigray Shares are represented by a physical share certificate must deliver a properly completed letter of transmittal (the "Letter of Transmittal") and certificate(s) representing their Tigray Shares, along with any other required documents, to Computershare Investor Services Inc. ("Computershare") at the address specified in the Letter of Transmittal, in order to receive the East Africa Shares and East Africa Warrants. The Letter of Transmittal was mailed to the Registered Shareholders on April 2, 2014 and is also available under Tigray's profile on SEDAR at www.sedar.com. The Letter of Transmittal is for use by Registered Shareholders only and is not to be used by non-registered beneficial holders of Tigray Shares (the "Beneficial Shareholders"). Failure to present and surrender the certificate(s) representing the Tigray Shares on or before the sixth anniversary of closing will result in the termination of any entitlement of the Tigray Shareholder to receive the consideration otherwise issuable to such holder under the Arrangement.

A Beneficial Shareholder does not hold Tigray Shares in its own name but such shares are held by an intermediary. If you are a Beneficial Shareholder you should contact your intermediary for instructions and assistance to receive your East Africa Shares and East Africa Warrants.

As previously disclosed in Tigray's management information circular dated March 28, 2014 (the "Circular"), a Tigray Shareholder wishing to file a tax election under section 85 of the Income Tax Act (Canada) should consult its tax advisor. Information concerning this filing will be available on East Africa's website at www.eastafricametals.com. The deadline for submission of the tax election form to East Africa is August 4, 2014. All eligible holders who wish to make a Section 85 election should give their immediate attention to this matter, and in particular should consult their tax advisors without delay.

For further details of the Arrangement, please see the Circular, and the joint news release of East Africa and Tigray dated February 24, 2014, and Tigray's news release dated May 1, 2014, each of which is available on SEDAR at www.sedar.com.

About Tigray Resources

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 155 square kilometres in the Tigray region of Ethiopia, 600 kilometres north-northwest of the capital city of Addis Ababa. The company has an option to earn an 80% interest in the Adyabo property covering 418 square kilometres immediately west of the Harvest project.

About East Africa Metals

East Africa Metal's principal asset is the Handeni Property located in north-eastern Tanzania. The Handeni Property includes the Magambazi Project, a gold deposit discovered in 2009.

More information on East Africa Metals Inc. can be viewed at the company's website www.eastafricametals.com.

This news release contains "forward-looking information" within the meaning of applicable Canadian and United States 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 East Africa and Tigray 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 East Africa and Tigray to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks associated with mineral exploration and development; metal and mineral prices; availability of capital; accuracy of East Africa's and Tigray's respective 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; foreign taxation 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 diminishing quantities of grades of reserves; 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 Circular, East Africa's listing application dated July 8, 2013 and Tigray's listing application dated August 18, 2011.

Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to the business of the resulting issuer on completion 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 East Africa and Tigray have 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. East Africa and Tigray do not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.

None of the securities issued pursuant to the Arrangement have been or will be registered under the United States 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 intended 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.

Contacts:
East Africa Metals Inc.
Nick Watters
Business Development
(604) 488-0822
[email protected]

Contacts:
Tigray Resources Inc.
Andrew Lee Smith
President & C.E.O.
(604) 488-9582
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
Widespread fragmentation is stalling the growth of the IIoT and making it difficult for partners to work together. The number of software platforms, apps, hardware and connectivity standards is creating paralysis among businesses that are afraid of being locked into a solution. EdgeX Foundry is unifying the community around a common IoT edge framework and an ecosystem of interoperable components.
SYS-CON Events announced today that Dasher Technologies will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Dasher Technologies, Inc. ® is a premier IT solution provider that delivers expert technical resources along with trusted account executives to architect and deliver complete IT solutions and services to help our clients execute their goals, plans and objectives. Since 1999, we'v...
SYS-CON Events announced today that TidalScale, a leading provider of systems and services, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TidalScale has been involved in shaping the computing landscape. They've designed, developed and deployed some of the most important and successful systems and services in the history of the computing industry - internet, Ethernet, operating s...
SYS-CON Events announced today that Massive Networks, that helps your business operate seamlessly with fast, reliable, and secure internet and network solutions, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. As a premier telecommunications provider, Massive Networks is headquartered out of Louisville, Colorado. With years of experience under their belt, their team of...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
Infoblox delivers Actionable Network Intelligence to enterprise, government, and service provider customers around the world. They are the industry leader in DNS, DHCP, and IP address management, the category known as DDI. We empower thousands of organizations to control and secure their networks from the core-enabling them to increase efficiency and visibility, improve customer service, and meet compliance requirements.
In his session at 21st Cloud Expo, Michael Burley, a Senior Business Development Executive in IT Services at NetApp, will describe how NetApp designed a three-year program of work to migrate 25PB of a major telco's enterprise data to a new STaaS platform, and then secured a long-term contract to manage and operate the platform. This significant program blended the best of NetApp’s solutions and services capabilities to enable this telco’s successful adoption of private cloud storage and launchi...
SYS-CON Events announced today that TidalScale will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TidalScale is the leading provider of Software-Defined Servers that bring flexibility to modern data centers by right-sizing servers on the fly to fit any data set or workload. TidalScale’s award-winning inverse hypervisor technology combines multiple commodity servers (including their ass...
As hybrid cloud becomes the de-facto standard mode of operation for most enterprises, new challenges arise on how to efficiently and economically share data across environments. In his session at 21st Cloud Expo, Dr. Allon Cohen, VP of Product at Elastifile, will explore new techniques and best practices that help enterprise IT benefit from the advantages of hybrid cloud environments by enabling data availability for both legacy enterprise and cloud-native mission critical applications. By rev...
As popularity of the smart home is growing and continues to go mainstream, technological factors play a greater role. The IoT protocol houses the interoperability battery consumption, security, and configuration of a smart home device, and it can be difficult for companies to choose the right kind for their product. For both DIY and professionally installed smart homes, developers need to consider each of these elements for their product to be successful in the market and current smart homes.
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant tha...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, will lead you through the exciting evolution of the cloud. He'll look at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering ...
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...