VANCOUVER, British Columbia--(BUSINESS WIRE)--
Northern Tiger Resources Inc. (TSX-V:NTR) (ďNTRĒ) and Redtail Metals
Corp. (TSX-V: RTZ) (ďRTZĒ) 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 Corpís (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
Cautionary Note Regarding Forward-Looking StatementsInformation 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.ís or Northern Tiger Resources Inc.ís
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.Redtails Metals Corp.William M. Sheriff
Merger of Northern Tiger Resources Inc. and Redtail Metals Corp.
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.
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. (ďRHĒ), 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 AMBís
reorganization. AMBís 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 Companyís
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 AMBís proposed reorganization are disclosed
in AMBís December 16, 2013 press release, a copy of which is available
on the SEDAR website under the AMBís issuer profile, at www.sedar.com.
For additional information:
Tiger Resources Inc.Greg Hayes
President & CEOinfo@northern-tiger.comwww.northern-tiger.com
Source: Redtail Metals Corp.