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]

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
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available. In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, will discuss how by using...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
The session is centered around the tracing of systems on cloud using technologies like ebpf. The goal is to talk about what this technology is all about and what purpose it serves. In his session at 21st Cloud Expo, Shashank Jain, Development Architect at SAP, will touch upon concepts of observability in the cloud and also some of the challenges we have. Generally most cloud-based monitoring tools capture details at a very granular level. To troubleshoot problems this might not be good enough.
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.
SYS-CON Events announced today that CAST Software 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. CAST was founded more than 25 years ago to make the invisible visible. Built around the idea that even the best analytics on the market still leave blind spots for technical teams looking to deliver better software and prevent outages, CAST provides the software intelligence that matter ...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japanese 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. Ruby Development Inc. builds new services in short period of time and provides a continuous support of those services based on Ruby on Rails. For more information, please visit https://github.com/RubyDevInc.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
SYS-CON Events announced today that Yuasa System 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. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
DevOps is under attack because developers don’t want to mess with infrastructure. They will happily own their code into production, but want to use platforms instead of raw automation. That’s changing the landscape that we understand as DevOps with both architecture concepts (CloudNative) and process redefinition (SRE). Rob Hirschfeld’s recent work in Kubernetes operations has led to the conclusion that containers and related platforms have changed the way we should be thinking about DevOps and...
SYS-CON Events announced today that Taica 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. Taica manufacturers Alpha-GEL brand silicone components and materials, which maintain outstanding performance over a wide temperature range -40C to +200C. For more information, visit http://www.taica.co.jp/english/.