|By Marketwired .||
|May 7, 2014 05:00 PM EDT||
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.
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Mar. 26, 2017 06:45 PM EDT Reads: 4,230
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Mar. 26, 2017 06:30 PM EDT Reads: 2,025
The taxi industry never saw Uber coming. Startups are a threat to incumbents like never before, and a major enabler for startups is that they are instantly “cloud ready.” If innovation moves at the pace of IT, then your company is in trouble. Why? Because your data center will not keep up with frenetic pace AWS, Microsoft and Google are rolling out new capabilities In his session at 20th Cloud Expo, Don Browning, VP of Cloud Architecture at Turner, will posit that disruption is inevitable for c...
Mar. 26, 2017 05:00 PM EDT Reads: 2,094
Building a cross-cloud operational model can be a daunting task. Per-cloud silos are not the answer, but neither is a fully generic abstraction plane that strips out capabilities unique to a particular provider. In his session at 20th Cloud Expo, Chris Wolf, VP & Chief Technology Officer, Global Field & Industry at VMware, will discuss how successful organizations approach cloud operations and management, with insights into where operations should be centralized and when it’s best to decentraliz...
Mar. 26, 2017 05:00 PM EDT Reads: 3,569
Providing the needed data for application development and testing is a huge headache for most organizations. The problems are often the same across companies - speed, quality, cost, and control. Provisioning data can take days or weeks, every time a refresh is required. Using dummy data leads to quality problems. Creating physical copies of large data sets and sending them to distributed teams of developers eats up expensive storage and bandwidth resources. And, all of these copies proliferating...
Mar. 26, 2017 03:30 PM EDT Reads: 6,511
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Mar. 26, 2017 03:15 PM EDT Reads: 2,786
DevOps has often been described in terms of CAMS: Culture, Automation, Measuring, Sharing. While we’ve seen a lot of focus on the “A” and even on the “M”, there are very few examples of why the “C" is equally important in the DevOps equation. In her session at @DevOps Summit, Lori MacVittie, of F5 Networks, explored HTTP/1 and HTTP/2 along with Microservices to illustrate why a collaborative culture between Dev, Ops, and the Network is critical to ensuring success.
Mar. 26, 2017 03:00 PM EDT Reads: 10,527
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Mar. 26, 2017 02:45 PM EDT Reads: 932
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Mar. 26, 2017 02:30 PM EDT Reads: 1,733
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organizers to pass great dea...
Mar. 26, 2017 02:15 PM EDT Reads: 4,355
SYS-CON Events announced today that Technologic Systems Inc., an embedded systems solutions company, will exhibit at SYS-CON's @ThingsExpo, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Technologic Systems is an embedded systems company with headquarters in Fountain Hills, Arizona. They have been in business for 32 years, helping more than 8,000 OEM customers and building over a hundred COTS products that have never been discontinued. Technologic Systems’ pr...
Mar. 26, 2017 02:00 PM EDT Reads: 3,375
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From ...
Mar. 26, 2017 01:45 PM EDT Reads: 1,819
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Mar. 26, 2017 01:45 PM EDT Reads: 8,496
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Mar. 26, 2017 01:15 PM EDT Reads: 2,112
Deep learning has been very successful in social sciences and specially areas where there is a lot of data. Trading is another field that can be viewed as social science with a lot of data. With the advent of Deep Learning and Big Data technologies for efficient computation, we are finally able to use the same methods in investment management as we would in face recognition or in making chat-bots. In his session at 20th Cloud Expo, Gaurav Chakravorty, co-founder and Head of Strategy Development ...
Mar. 26, 2017 01:15 PM EDT Reads: 3,553