2014-02-24 19:40:57 -
Vancouver, British Columbia CANADA, February 24, 2014 /FSC/ -Northern Tiger Resources Inc. (TSX-V:NTR) ("NTR") and Redtail Metals Corp. (TSX-V: RTZ) ("RTZ") are pleased to announce that at their respective special meetings held on February 21st, 2014, the shareholders approved the merger of the two companies and approved the acquisition of Americas Bullion Royalty Corp's (AMB) Brewery Creek Project in the newly merged company. 98.38% and 97.85% respectively from NTR and RTZ eligible votes received were in support of the merger and acquisition.
Merger of Northern Tiger Resources Inc. and Redtail Metals Corp.
The companies will be brought together by Northern Tiger acquiring all the outstanding shares of Redtail Metals. On completion of the merger, each RTZ Shareholder will receive from
NTR, one NTR common share in exchange for every seven RTZ Shares held.
The terms of the Northern Tiger and Redtail Merger include the acquisition by Northern Tiger of the Brewery Creek Project and other Yukon assets from AMB and a $2.25 million investment by AMB in the merged company. Northern Tiger will be the surviving entity upon completion of the Merger and will be renamed Golden Predator Mining Corp.
Transaction With Americas Bullion Royalty Corp.
On December 17, 2013, Northern Tiger announced it agreed to acquire the Brewery Creek Project and other assets from AMB for an aggregate purchase price of $5,250,000 and the grant by the Company of a royalty interest in each of its properties held at closing. Concurrent with the merger, AMB would commit an additional $2,250,000 by private placement to further fund the Company. More detailed terms of the agreement with AMB can be found in the December 17, 2013 news release.
The Acquisition is part of a reorganization of AMB whereby AMB will become a wholly-owned subsidiary of Resource Holdings Ltd. ("RH"), a Bermuda company. The Acquisition is subject to the receipt of AMB shareholder approval at a special shareholder meeting expected to be held on March 28, 2014, conditional listing approval of the TSX-V to list the RH shares on the TSX-V, non-objection from the Bermuda Monetary Authority, and the receipt of any other required approvals under AMB's reorganization. AMB's reorganization is anticipated to take place on or about April 1, 2014.
Completion of the Acquisition is also subject to customary closing conditions, including, among other things, approval of the TSX-V.
Completion of the Merger
Completion of the Merger and the related transactions disclosed herein is subject to a number of conditions, including TSX Venture Exchange acceptance.
The securities referenced in this news release have not been registered and may not be sold in the United States absent registration or an exemption from registration.
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 release, and no securities regulatory authority has either approved or disapproved of the contents of this release.
About Redtail Metals Corp.
Redtail Metals Corp. specializes in acquiring and developing quality precious metal enriched copper, lead and zinc mineral deposits in the Yukon, Canada. The Company currently controls the Marg and Clear Lake massive sulphide deposits, both with mineral resources prepared in accordance with National Instrument 43-101. Additional information regarding Redtail, including financial information, is available on the SEDAR website under the Company's issuer profile at www.sedar.com.
About Northern Tiger Resources Inc.
Northern Tiger Resources Inc. is an Alberta incorporated resource exploration company focused on gold and copper exploration in the Yukon, where it has a strong portfolio of projects. Drilling has intersected 4.6 g/t gold over 35.0 metres (including 106.2 g/t gold over 1.0 metre) at the company's flagship 3Ace Project in southeast Yukon. The Sonora Gulch copper-gold-silver porphyry project in central Yukon also has also returned significant drill results, including 0.45 g/t gold and 3.0 g/t silver over 234.0 metres. The foregoing information has been reviewed and approved by Dennis Ouellette, B.Sc., P.Geol., a Qualified Person as defined by NI 43-101.
Americas Bullion Royalty Corp.
Americas Bullion Royalty Corp. invests in undervalued natural resource assets seeking to provide superior investment returns. Americas Bullion's assets include royalty holdings across Mexico, Nevada, Wyoming, Oregon and California; the Springer Tungsten Mine and Mill; the Taylor mill and Humboldt mill site in Nevada; the Brewery Creek project, and a portfolio of Yukon exploration properties. The company provides shareholders with the potential for exploration success through equity positions in related companies while continuing to advance and monetize its holdings. Additional details regarding AMB's proposed reorganization are disclosed in AMB's December 16, 2013 press release, a copy of which is available on the SEDAR website under the AMB's issuer profile, at www.sedar.com.
For additional information:
William M. Sheriff, Interim CEO
Redtails Metals Corp.
President & CEO
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the Merger and related transactions are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: failure to satisfy all conditions precedent to the Merger, including shareholder approval, approval of the TSX Venture Exchange and completion of the Concurrent Financing, the Consolidation and the AMB Acquisition, and the additional risks identified in the management discussion and analysis section of Redtail Metal Corp.'s or Northern Tiger Resources Inc.'s interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
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Source: Redtail Metals Corp. (TSX-V)
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