Mr. William Sheriff reports
TIGRIS URANIUM AND WOLFPACK GOLD ANNOUNCE DEFINITIVE AGREEMENT, FILING OF TECHNICAL REPORTS AND FILING STATEMENT
Tigris Uranium Corp. and Wolfpack Gold Corp. have entered into an amalgamation agreement with each other and 0960926 B.C. Ltd., a wholly owned
subsidiary of Tigris, in respect of a proposed
reverse takeover that is to be conducted in accordance with the
policies of the TSX Venture Exchange. The proposed
transaction was first announced by Tigris and
Wolfpack pursuant to a joint news release issued on Dec. 7, 2012.
Tigris has now received TSX-V conditional acceptance for the transaction
and a filing statement dated April 29, 2013,
regarding the transaction has been filed under the Tigris profile on
SEDAR.
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;
-
"Castle Black Rock Project, Castle Zone Resource Evaluation," written by
David Bikerman and dated effective April 3, 2013.
Nancy J. Wolverson and David Bikerman are qualified persons as defined
in National Instrument 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 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 postconsolidation (as defined
below) basis) for each one Wolfpack common
share. In connection with the transaction, Tigris plans to complete a
consolidation of its common shares on a one-for-three basis and change its name to Wolfpack Gold Corp. The consideration shares
are anticipated to represent approximately 60 per cent 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 TSX Venture Exchange.
Conditions to closing
Completion of the transaction will be subject to a number of conditions
including, among other things:
-
The approval of the transaction by the board of directors of each of Tigris and Wolfpack;
-
The approval of the transaction by the shareholders of Wolfpack and Tigris in accordance with the requirements of the TSX-V;
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TSX-V acceptance of the notice for filing of and approval of all transactions of Tigris necessary to complete the transaction;
- Reorganization of the Tigris directors and officers to consist of:
William M. Sheriff: chairman and director
Nathan A. Tewalt: chief executive officer and director
John W. Legg: director
Rudi Fronk: director
William E. Threlkeld: director
Dennis Stover: director
William B. Harris: director
Matthew J. Anderson: chief financial officer
Mark Abrams: vice-president, exploration
Nancy La Couvee: corporate secretary
For more information on the transaction, see the filing statement dated
April 29, 2013, and initial joint news release issued on Dec. 7,
2012, both available under the Tigris SEDAR profile.
About Wolfpack Gold
Wolfpack's mandate is to advance low-cost heap-leach and high-grade
underground gold projects toward 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 $400 (U.S.) per ounce. 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.
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.
We seek Safe Harbor.
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