Tigris Uranium and Wolfpack Gold Announce Reverse Takeover Transaction
VANCOUVER, Dec. 7, 2012 /PRNewswire/ - Tigris Uranium Corp. (TSX.V: TU) ("Tigris"), and Wolfpack Gold Corp. ("Wolfpack") are pleased to announce that Tigris has determined to diversify its business focus, while maintaining its exposure and commitment to the long term viability of the uranium market. To this end, Tigris has made an investment in NexGen Energy Ltd. ("NexGen") and has entered into a non-binding letter of intent, dated effective November 30, 2012 (the "LOI"), with Wolfpack, whereby Tigris has agreed to acquire all of the issued and outstanding shares of Wolfpack (the "Transaction").
The Transaction will constitute a Reverse Takeover (as defined in the policies of the TSX Venture Exchange (the "TSXV")) of Tigris by Wolfpack. Upon completion of the Transaction, it is expected that the combined entity will continue to be classified as a mining issuer on the TSXV.
Uranium Activities and Sector Outlook
Tigris remains committed to the positive long term opportunities within the uranium sector but is keenly aware of the short and potentially medium term issues facing the nuclear industry. Currently the uranium sector has been experiencing steadily declining prices, posing substantial short term challenges. Various sources suggest no significant supply-demand imbalances on the horizon, which would, if present, lead to higher prices. The singular bright spot for investors in the uranium sector of late has been confined to the relative select group of companies making significant discoveries of high grade uranium primarily in the Athabasca Basin of Canada. The prospects for lower grade in-situ projects has been dimmed by the continuing low prices for uranium as well as the limited access to capital caused by global economic uncertainties.
Tigris owns a package of quality assets highlighted by the Crownpoint and Hosta Butte uranium projects located in McKinley County, New Mexico which contain indicated mineral resources totalling 26.6 million pounds of U3O8 at an average grade of 0.105% e U3O8 and inferred mineral resources totalling 6.1 million pounds of U3O8 at an average grade of 0.110% e U3O8 (see Tigris' news releases dated May 29, 2012 and June 7, 2012) Although these assets have an annual holding cost of less than $5,000, they have been significantly impaired by the recent decision of Uranium Resources, Inc. (OTCBB: URRE) to defer construction of its neighbouring Churchrock project. This directly adversely affects Tigris as a significant amount of Tigris' uranium inventory is covered under licences held by Uranium Resources.
Consistent with Tigris' long term view on the potential for growth in the uranium market, and the industry's current focus on high grade deposits primarily in the Athabasca Basin, Tigris has agreed to acquire 3,750,000 units ("Units") of NexGen at a price of CDN$0.40 per Unit. Each Unit is comprised of one common share of NexGen (a " Share") and one-half of one Common Share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one Share at a price of $0.60 per Share for a period of two years from the date of issuance. NexGen has recently announced a reverse takeover transaction with Clermont Capital Inc. (TSXV: XYZ.P) (see Clermont's news release dated November 30, 2012).
NexGen is a uranium exploration company with a portfolio of assets strategically located in the Athabasca Basin, Canada and is focused on discovering the next world class uranium orebody. NexGen's portfolio includes the Radio project. The Radio project is interpreted to be on the same structural trend as Rio Tinto's Roughrider deposit along with the majority of the Canadian projects formerly held by Mega Uranium Ltd. (TSX: MGA), which were recently acquired by NexGen.
Business Combination with Wolfpack
Wolfpack was formed by the combination of assets in the United States from Seabridge Gold Corp. (TSX: SEA) and Golden Predator Corp. (TSX: GPD). Over the past few years, both of these advanced gold exploration companies have concentrated their efforts in Canada, while maintaining a select portfolio of gold projects in Nevada; one of the leading gold jurisdictions of the world. Most of these projects have seen little to no exploration since the price of gold was below $400/oz. The package of gold assets includes several projects that saw production from open pit heap leach operations during the late 1980s to mid-1990s. Several of these projects host historic resources, and the report titled "Castle Black Rock Project Castle Zone Resource Evaluation, Esmeralda County, Nevada" dated July 9, 2012 (amended September 27, 2012) estimates the total inferred resources for the Castle Zone at the property to be 14,683,000 tonnes of mineralized material with gold grading 0.45 g/t, at a cutoff grade of 0.25 g/t.
On completion of the Transaction, Tigris plans to change its name to "Wolfpack Gold Corp." or such other name as may be approved by its board of directors.
By combining advanced uranium assets with a quality package of gold exploration projects, including a treasury of approximately $9.5 million in cash and investments, the combined entity will provide shareholders with value and liquidity through current and ongoing gold exploration as well as long term benefits derived from the significant uranium assets. The technical team leading this effort combines the strengths of both companies resulting in a highly qualified technical team with specialty expertise in Nevada gold systems as well as uranium deposits.
The Technical Team
The combined entity will be led by Nathan Tewalt BSc, CEO who led the team along with Tom Chadwick BSc, CPG, VP Exploration and Richard Rukavina BSc, Permitting and Project Management, responsible for the discovery of the Hollister and Rossi (Storm) deposits on the Carlin Trend in Nevada while in the employ of Great Basin Gold Ltd. and FMC Gold Corp. respectively. The technical team is augmented by Mark J. Abrams, MSc, CPG and VP Corporate Development, who has more than 30 years of experience primarily in Nevada with Placer Dome and Agnico Eagle. Douglas Underhill, PhD, CPG, MBA rounds out the technical team and is responsible for Tigris' uranium interests. Dr. Underhill has more than 40 years' experience in mineral exploration, specializing in uranium geology, ISR technology and supply-demand analysis. He has served as Uranium Resource and Production Specialist with the Nuclear Fuel Cycle and Waste Technology Division for the International Atomic Energy Association (IAEA).
Although the combined entity will focus exclusively on advancing its Nevada gold assets, it will maintain its considerable uranium assets and remains confident in the long term value inherent therein.
"This business combination will bring together two successful acknowledged technical teams and a portfolio of quality assets. By combining the established but out-of-favor uranium assets with the advanced gold exploration assets in Nevada we are creating a company with a dynamic future," said Chairman William M. Sheriff. "Shareholders of the new company will benefit from near term success and progress in the gold sector while maintaining the longer term window on Tigris' significant uranium holdings."
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.
Complete information regarding Wolfpack's properties may be found in Wolfpack's National Instrument 43-101 Technical Reports and other filings which are available under Wolfpack's SEDAR profile at www.sedar.com.
Location: The Adelaide Property is a gold exploration project consisting of 210 unpatented lode mining claims located on the eastern flank of the Sonoma Ridge in Humboldt County, Nevada, approximately 15 miles southeast of Winnemucca, Nevada. By road, Adelaide can be accessed year-round by traveling 16 miles east of Winnemucca on Interstate 80 to exit 194 at Golconda and then south on the gravelled all season Pumpernickle Valley road for 13.5 miles. Adelaide lies on the northern portion of the Battle Mountain - Eureka gold trend. The property is 16 miles west of Newmont's Lone Tree gold deposit, 19 miles west of Goldcorp/Barrick's Marigold gold deposit, and 24 miles northwest of Newmont's Battle Mountain gold-copper deposit complex.
History: The Gold Run (or Adelaide) district was organized in 1866, and the production of lead, zinc and silver ores was first reported in 1869, but with the bulk of production between 1897 and 1910. An estimated 19,000 oz of gold and 345,000 oz of silver were produced from the Adelaide-Crown mine from the early 1900s through 1992. More recently, numerous operators have explored the Adelaide Property and surrounding area, including Phelps Dodge Corp., Duval Corp., Noranda Inc., Gold King Consolidated Inc., Cambior Exploration USA, Inc., Newmont, Canyon Resources Corporation and Golden Predator. Of those operators, Gold King Consolidated Inc. mined approximately 4,900 oz gold and 53,000 oz silver in 1990.
Canyon Resources leased the property from Newmont pursuant to the Adelaide and Tuscarora Mineral Lease and Sublease in late 2006, and carried out data collection and GIS compilation during 2007, generating a database with most assay values obtained from previous drilling. Golden Predator acquired an option to acquire Canyon's lease interest in the Adelaide Property in 2008 pursuant to the Adelaide and Tuscarora Option Agreement and assumed Canyon's obligations in February 2008. On June 28th, 2012 a transaction was completed whereby the Adelaide lease was one of the key interests contributed as an option agreement to Wolfpack as part of a three-way deal with Golden Predator and Seabridge.
Interest: Wolfpack holds an option to acquire Golden Predator Corp.'s leasehold interest in the Adelaide Property. To exercise the option, Wolfpack must issue 11,000,000 of its common shares to Golden Predator over a three year period. On exercise of the option, Wolfpack will grant to Golden Predator a 1% NPR on commercial production from the Adelaide Property. Golden Predator's leasehold interest in the Adelaide Property is subject to a 3% NSR and the lessor has certain back-in rights to the property. Certain of the claims comprised in the Adelaide property are subject to additional NSRs, ranging from 1.5% to 2%.
Resource: A total of 573 holes have been drilled by previous operators, including Golden Predator, for a total of 49,977 m (163,966 ft) of reverse circulation and core drilling. Although several resources have been estimated for open pit and underground gold-silver mineralization, and open pit gold-silver production records from the 1989-1991 time period are available, there is currently no National Instrument 43-101 compliant resource estimate for the Adelaide Property. Wolfpack expects to advance Adelaide towards the completion of a National Instrument 43-101 compliant resource in 2013.
Geologic Setting and Targets: The Adelaide Property is underlain by the Lower Cambrian to Lower Ordovician Preble and Ordovician Valmy Formations, which are variably deformed and metamorphosed. The two formations are generally separated by the Adelaide fault and associated structures. These rocks are locally intruded by dikes of intermediate to felsic composition. Two main lithologies within the mapped Preble include phyllite and carbonate, which generally strike northerly through the property. The units exhibit intense internal deformation including folding and faulting, while their age relationship is unknown.
Epithermal banded quartz-sulfide ±adularia±electrum veins comprise one of the primary gold-silver occurrences on the Adelaide Property. The veins occur along the northerly-trending Adelaide fault zone and are hosted by the Preble and Valmy Formations. The main veins trend north-northwest, dip approximately 70 to 85°W, and can both coalesce and diverge along strike. Three small open pits and older underground workings expose several main veins, splays, and stockwork zones; the main veins are typically 4 ft to 6 ft wide. The three main veins mined to date include the Crown, Recovery and Margarite.
Another significant target type on the property occurs as gold-bearing silica replacement bodies in carbonate host rocks likely belonging to the middle Preble Formation and are known to occur immediately west of and to the north of the phyllite hosted vein zones currently being explored at Crown, Recovery and Margarite. Recent additions to the drillhole database provide a more detailed picture of a significant bulk tonnage gold target north of the current pits area at Knob Hill that may represent an excellent target for drilling planned to begin in early March, 2013.
Exploration Plans: The Wolfpack technical team is currently preparing a phase one reverse circulation drill program for Adelaide with a planned start date of March, 2013. The timing and scope of this work will be influenced by the timing and completion of the Transaction. Detailed mapping is underway and is expected to significantly impact target selection over the next few months as this information is combined with the historic mapping, sampling and drill results. Vein targets in and around the historic open pits will continue to be a focus in the upcoming drill program as will the bedded carbonate replacement bulk tonnage targets to the west and north. In addition, engineering work is planned for the currently permitted exploration decline into the Margarite Pit area as a precursor to a second phase of work on the vein zones.
Pending the results from phase one exploration program, engineering and modeling work, a contemplated phase two exploration program, as recommended in Wolfpack's technical report on Adelaide, proposes much more extensive exploration drilling and the construction of the decline into the Margarite vein zones.
Castle Black Rock Property
Location: The Castle Black Rock Property is a gold exploration project consisting of 209 unpatented lode mining claims located in Esmeralda County, Nevada, on the southern flank of the Monte Cristo Mountain Range and is within the Walker Lane Gold Belt of western Nevada. Claims and identified gold concentrations that comprise the project are easily accessed via US Highway 95/6 about 25 miles west of Tonopah, Nevada near McLeans, Nevada. Highway 95/6 bisects the property and the historic Boss open pit and associated mine area roads can be seen immediately north of the highway, where they provide year-round access and drilling access.
History: The exploration history of the Castle Black Rock Property dates back to the 1940s when a local prospector discovered gold mineralized outcrop in an area referred to as the "Boss Mine" on the Castle Black Rock Property. Between 1977 and 1982, the Castle Black Rock Property was explored by Houston Oil and Minerals Company, Ebco Enterprises Inc., and Amax Exploration Inc. Between 1988 and 1990, Westley Exploration Inc. and Mintek Resources Ltd. conducted geophysical surveys and drilled over 250 holes peripheral to the Boss Mine. Through this process, the Berg Zone was discovered. Kennecott explored the Castle Black Rock Property from 1993 to 1995.
Kennecott conducted geophysical surveys, including aeromagnetics, drilled 65 holes, and eventually discovered both the Castle Zone and Black Rock Zones. In 1997, Great Basin Exploration & Mining Company, Inc. acquired the Castle Black Rock Property from Kennecott; then optioned it to J.D. Welsh & Associates. In 1998, Cordex Exploration Co. drilled approximately 20 holes in and peripheral to the Castle Zone. Also in 1998, Uranerz U.S.A. Inc. compiled previous exploration data, mapped and sampled outcrops, and drilled 21 holes.
Interest: Wolfpack holds an option to acquire Seabridge's leasehold interest in the Castle Black Rock Property. To exercise the option, Wolfpack must issue 11,000,000 of its common shares to Seabridge over a three year period. On exercise of the option, Wolfpack will grant to Seabridge a 1% NPR on commercial production from the Adelaide Property. The lessor of certain of the claims comprised in the Castle Black Rock Property is a company controlled by William Sheriff, a director and officer of Wolfpack and Tigris, which holds a 3-5% sliding scale NSR (with a 50% buy-back provision) on these claims. A third party holds NSRs ranging from 0.5% to 1.0% on certain other claims comprise the Castle Black Rock Property.
Resource: The Castle Black Rock Technical Report dated July 9, 2012 amended September 27, 2012 estimates the total inferred resources for the Castle Zone of the Castle Black Rock Property to be 14,683,000 tonnes of mineralized material with gold grading 0.45 g/t at a cutoff grade of 0.25 g/t.
The Castle Black Rock Property contains 283 documented drill holes completed by previous operators, with reference to additional earlier undocumented holes. Not all drill holes were used for estimation purposes, as survey data was not available for some holes and assay data was not verifiable for other holes. Only holes that had both survey and assay data that was verifiable were used for estimation purposes. The author of the Castle Black Rock Technical Report only validated the drilling conducted by Kennecott for use in resource estimation, of which 57 reverse circulation drill holes drilled in 1994 and 1995 were verifiable and usable for resource estimation. Of the 57 usable reverse circulation drill holes, 33 were located in the Castle Zone and were utilized for grade interpolation.
Additional infill and step-out drilling planned by Wolfpack in 2013 will be designed to confirm and extend areas of known gold mineralization in the Boss, Berg, Black Rock and Castle zones.
Geologic Setting and Targets: Quaternary gravel and alluvial fan deposits cover at least 60 percent of the Castle Black Rock Property emphasizing the importance of extracting as much information from the outcrop mapping and drilling data available within and around the claim block. The oldest unit on the property is the Ordovician Palmetto Formation, a black limey shale and chert. The Palmetto is overlain by the Castle Peak rhyolite, which in turn is overlain by the porphyritic andesite flows of the Miocene Blair Junction Andesite Unit. Intercalated in the andesite units are rhyolite tuff units that include both non-welded and welded textures. Rhyolite dikes and possibly laccolithic dome features intrude the section.
Hydrothermal alteration in the volcanic rock is focused on structures and is zoned vertically and laterally from these structures. Alteration mineralogy is quartz-adularia associated with fracture and breccia-matrix filling. Vertical zonation of the alteration sequence has created an intense argillic cap above the gold bearing structures, from three to 30 m thick. Lateral zonation grades away from quartz-adularia filled structures to pervasive sericite-clay outward to a propylitic assemblage in andesite. Hydrothermal alteration is most restrictive in the sedimentary rocks, but more dispersed in andesitic unites, while locally extensive in the rhyolite tuffs.
Recent mapping suggests intersecting northeast and northwesterly striking fault zones can produce bulk tonnage gold targets in the volcanic section, with potential for higher grade vein and structural zones near the base of the volcanics and in the underlying Palmetto sediments. Both targets types offer attractive exploration opportunities on the property.
Exploration Plans: As recommended in the Wolfpack National Instrument 43-101 technical report for Castle Black Rock, a first phase of drilling, permitting and modeling work is planned for early 2013 with timing dependent on the completion of the Transaction. Most of the drilling will be completed by reverse circulation, although select core drilling is tentatively planned in high grade areas of the Castle zone. The primary goal of this work is to provide enough confirmation drillhole data to convert previously drilled currently non- National Instrument 43-101 mineralized material to qualified resources and to expand areas of known mineralization. In addition, recently mapped structures and their projections will be tested under gravel cover to locate new target areas.
The second phase contemplated in the technical report involves more detailed drilling and pre-development engineering and permitting work and will be based on the results from phase one.
Other Wolfpack Properties
Lantern: At Lantern, Wolfpack controls 114 unpatented lode mining claims located approximately six miles southeast of Allied Nevada's Hycroft open pit gold-silver mine. The historic Rosebud underground gold mine sits midway on this same trend between Hycroft and Lantern and was a significant gold producer for Hecla Mining in the 1990s. Drilling by Santa Fe Mining in the early 1980s at Lantern produced a significant gold equivalent resource for that company and will provide an excellent starting point for a mapping, sampling and drilling program tentatively planned by Wolfpack's geologists for mid-2013. Several targets have been identified on the property in a variety of rock types and with the location of the property and ease of access, the greater Lantern land position is expected to receive additional attention in 2013.
Golden Ridge: Golden Ridge is located in the northeastern-most corner of California on the Oregon and Nevada borders, and remains one of the higher grade gold properties in the Wolfpack portfolio. The location of the property and high grade nature of the vein material currently being explored by Wolfpack suggests that a possible high grade underground mining scenario, with truck transport to a mill in Nevada, could be a viable production scenario should an adequate resource be put together. Wolfpack currently controls 129 unpatented lode mining claims and an additional 2,665 acres of fee land.
Tuscarora: High grade gold and gold-silver targets are also present in the historic underground and open pit mining district of Tuscarora, Nevada, where 500,000 oz of gold and 7,000,000 oz of silver were produced between the 1860s and 1995. The land position consists of 247 unpatented lode mining claims and is easily accessed via 52 miles of paved roads from Elko, Nevada. Wolfpack plans to follow up high grade core intercepts in an area with post mineral cover that was previously discovered by Newcrest Mining in the early 1990s, once permitting is completed in the area.
Summary financial information regarding Wolfpack is as follows:
September 30, 2012
December 31, 2011
Nine Months Ended
September 30, 2012
From Incorporation to
September 30, 2011
|Loss Per Share||$0.08||$0.05|
Further financial information on Wolfpack may be found under Wolfpack's SEDAR profile at www.sedar.com.
Wolfpack, a British Columbia Corporation, is a reporting issuer in British Columbia, Alberta, Manitoba and Ontario. Its directors and officers (and jurisdiction of residence) include William M. Sheriff (Yukon), Nathan A. Tewalt (Nevada), John W. Legg (British Columbia), David Schmidt (British Columbia), Matthew Anderson (British Columbia), Rudi P. Fronk (Ontario), William E. Threlkeld (Colorado), Dan T. Gosselin (Ontario), Mark Abrams (Nevada) and Nancy La Couvée (British Columbia).
Terms of the Transaction
The LOI with Wolfpack contemplates Tigris completing a consolidation of three old shares for each one new share, issuing 29,965,000 post-consolidation shares to the current Wolfpack shareholders and changing its name to Wolfpack Gold Corp. The Transaction is anticipated to involve a three-cornered amalgamation whereby a wholly-owned subsidiary of Tigris will amalgamate with Wolfpack. It is anticipated that a total of 49,897,750 post-consolidation Tigris shares will be issued and outstanding on closing of the Transaction, with 40% being held by the current Tigris shareholders and 60% being held by the current Wolfpack shareholders.
Conditions to Closing
Completion of the Transaction will be subject to the following conditions:
|(a)||all required consents being obtained;|
|(b)||the approval of the Transaction by the board of directors of each of Tigris and Wolfpack;|
|(c)||the approval of the Transaction by the shareholders of Wolfpack and Tigris and by the TSXV;|
|(d)||the agreement of the optionors of Wolfpack's Adelaide/Tuscarora, Castle Black Rock, Liberty Springs and Four Mile Basin properties to re-date the future share issuance obligations under the respective option agreements;|
|(e)||Wolfpack and Tigris completing their respective due diligence;|
|(f)||no legal proceedings pending or threatened to enjoin, restrict or prohibit the Transaction; and|
|(g)||other conditions customary in transactions similar to the Transaction.|
Lock-up and Support Agreements
Tigris has received Lock-up and Support Agreements in favor of the Transaction from holders of 28,013,000 its common shares (none of whom are directors or officers of either Company), which shares comprise 46.9% of its outstanding common shares.
New Directors and Officers
The LOI provides that the board of directors of combined entity will, on closing, consist of two representatives of management, two nominees of Tigris and three nominees of Wolfpack. It is anticipated that these persons will be:
William M. Sheriff, MSc, Chairman
Mr. Sheriff was co-founder and Chairman of Energy Metals Corp., and was responsible for compiling the largest domestic uranium resource base in US history. Mr. Sheriff is Chairman & CEO of Golden Predator Corp., Chairman of Silver Predator, Interim CEO of Redtail Metals Corp., and is also a Director of Western Lithium USA Corporation. Mr. Sheriff owns one of the largest privately held mining databases in the world. Mr. Sheriff holds a BSc degree (Geology) from Fort Lewis College, Colorado and an MSc from the University of Texas-El Paso in Mining Geology and Mineral Economics.
Nathan A. Tewalt, BSc, CEO and Director
Mr. Tewalt is the CEO and a Director of Silver Predator Corp. and has over 25 years of experience in exploration and executive management positions in the Western United States. Prior to its merger with Silver Predator Corp., Mr. Tewalt founded Nevgold Resource Corp. in 2007 and Colombian Mines Corporation in 2006, serving as Chief Executive Officer for both companies. In 2006, as President and CEO of Standard Uranium Inc., Mr. Tewalt completed a private company acquisition in Texas that resulted in the uranium explorer progressing from a private start-up in 2003, gaining a public listing in 2004, and winding up as a successful buy-out in 2006 by Energy Metals Corp. (subsequently acquired by Uranium One for $1.8B). Prior to Standard Uranium, he was the co-founder and Chief Executive Officer of Great Basin Gold Ltd., where he and his exploration team discovered the Midas-style vein system and completed the Hollister 'Ivanhoe' Mine acquisition. Mr. Tewalt is a Registered Geologist (Washington) specializing in Nevada-style precious metals systems.
Rudi Fronk, MSc, Director
Mr. Fronk is the Director, President and CEO of Seabridge and has over 30 years' experience in the gold business, primarily as a senior officer and director of publicly traded companies. Since 1999, Mr. Fronk has served as President and CEO of Seabridge. Prior to Seabridge, Mr. Fronk held senior management positions with Greenstone Resources, Columbia Resources, Behre Dolbear & Company, Riverside Associates, Phibro-Salomon, Amax and DRX. Mr. Fronk is a graduate of Columbia University from which he holds a BSc in Mining Engineering and an MSc in Mineral Economics.
William E. Threlkeld, MSc, Director
For the past 11 years, Mr. Threlkeld has served as Senior Vice President of Seabridge where he has designed and executed exploration and resource delineation programs that have defined more than 45 million ounces of measured and indicated gold resources. His successes include the discovery and definition of the Mitchell and Iron Cap deposits which have made the KSM project in British Columbia the largest gold reserve in Canada. Mr. Threlkeld has 31 years of experience in the industry and obtained a BSc from Colorado State University and an MSc in Economic Geology from the University of Western Ontario.
John W. Legg, BA, LLB
Mr. Legg has a proven track record in the mining industry, with over 15 years of experience with public resource companies. As President of Golden Predator Corp. from 2009 through September 2012, Mr. Legg steered that company through its expansion into the Yukon including the acquisition and financing of the Brewery Creek Mine culminating in Golden Predator securing a $35,000,000 debt facility to fund re-activation of the Brewery Creek Mine. From 1994 through 2006 Mr. Legg was a securities lawyer in private practice, advising companies in natural resources, securities and corporate finance law, and from 2007 to 2009 Mr. Legg was Executive Vice-President of a private mining company operating in Mexico. Mr. Legg holds a BA from the University of British Columbia and an LLB from Dalhousie Law School.
Dennis Stover, BA, BSc, MSc, PhD
Dr. Stover recently retired from his position as Executive Vice President, Americas for Uranium One, Inc. where he was responsible for the commercial development of Uranium One's substantial U.S. uranium assets as well its uranium assets located elsewhere in the Americas. Previous to this position, he served as Chief Operating Officer of Energy Metals and was instrumental in advancing its US assets prior to its sale to Uranium One. Before joining Energy Metals in 2005, he lead a private consulting firm which provided technical services to both domestic and international uranium mining ventures including a detailed process design for a large acidic ISR operation in Asia, development of an operating plan for a proposed ISL mine in the United States, and a number of other projects throughout the world. From 1989 until 2002, he served as Vice President, Engineering and Project Development for Rio Algom Mining Corp. While with Rio Algom, Dr. Stover directed a total revision of Mineral Resource and Reserve calculation methods to conform to current SEC and international reporting requirements. Prior to joining Rio Algom, he served as Chief Engineer for Everest Minerals Corporation for 11 years.
William B. Harris, BA, MBA
Mr. Harris has more than 35 years of experience in financial and executive management with public companies. A partner of Solo Management Group, LLC, he was previously President and CEO of Hoechst Fibers Worldwide, a $5 billion [sales] company. He is a former director of Energy Metals and Potash One, and is currently a director of Golden Predator Corp., Silver Predator Corp., and EMC Metals Corp.
Tigris will be seeking a waiver from the TSXV sponsorship requirement.
Non-Arm's Length Parties
The Transaction will involve certain "Non-Arm's Length Parties", as defined in the policies of the TSXV, including William M. Sheriff, who is a director and officer of both Tigris and Wolfpack, and John W. Legg, who is a director of Tigris and a director and officer of Wolfpack. Mr. Sheriff also holds an ownership interest in certain mineral properties under option to Wolfpack, in respect of which he may receive additional share issuances and royalty payments. Further information on the interests held by Mr. Sheriff may be found in Wolfpack's October 5, 2012 SEDAR filings under Wolfpack's profile at www.sedar.com. Because the Transaction involves "Non-Arm's Length Parties", the TSXV may require that the Transaction be approved by disinterested shareholders.
Resumption of Trading
Trading of Tigris shares on the TSXV will remain halted until the Transaction is accepted by, or satisfactory documentation has been filed with, the TSXV.
About Tigris Uranium Corp.
Tigris is committed to maximizing shareholder value and is well positioned with a treasury of approximately $8.8 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 Tigris has been reviewed and approved by Douglas Underhill, PhD, MSc, MBA, a Qualified Person as defined in National Instrument 43-101.
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.