TSX.V: TU
www.tigrisuranium.com
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:
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the approval of the Transaction by the board of directors of
each of Tigris and Wolfpack; |
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(b) |
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the approval of the Transaction by the shareholders of Wolfpack
and Tigris in accordance with the requirements of the TSXV; |
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(a) |
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TSXV acceptance of the notice for filing of and approval of all
transactions of Tigris necessary to complete the Transaction; |
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(b) |
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re-organization of the Tigris directors and officers to consist
of: |
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William M. Sheriff |
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Chairman and Director |
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Nathan A. Tewalt |
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Chief Executive Officer and Director |
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John W. Legg |
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Director |
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Rudi Fronk |
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Director |
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William E. Threlkeld |
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Director |
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Dennis Stover |
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Director |
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William B. Harris |
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Director |
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Matthew J. Anderson |
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Chief Financial Officer |
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Mark Abrams |
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Vice-President, Exploration |
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Nancy La Couvée |
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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 grand 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.