Tri Origin Affiliate Announces Proposed Merger
Aurora, Ontario--(Newsfile Corp. - March 10, 2014) - Tri Origin Exploration Ltd. (TSXV: TOE) ("Tri Origin" or the "Company") announces that affiliate company TriAusMin Limited (TSX: TOR) ("TriAusMin") has announced that, subject to shareholder approval, it proposes to merge with Heron Resources Ltd. (ASX: HRR) ("Heron") a mineral exploration and development company located in Perth, West Australia. Tri Origin owns 29,270,023 common shares of TriAusMin representing 11.6% of its issued capital. As of March 7, 2014 this investment was valued at $1.17 million based on closing price on the TSX. If the merger is successfully completed, Tri Origin will own 12,562,241 shares of the new merged company representing approximately 3.5% of its issued capital and which will trade on both the Toronto and Australian stock exchanges.
Tri Origin, as a major shareholder of TriAusMin, has indicated to TriAusMin that Tri Origin's Board of Directors has considered the advantages and disadvantages of the proposed takeover of TriAusMin by Heron by means of a Scheme of Arrangement as recently accepted by the Boards of Directors of both TriAusMin and Heron (the "Scheme") and that subject to the receipt of an Independent Expert's report concluding that the Scheme is in the best interests of TriAusMin shareholders and in the absence of a Superior Proposal being received by TriAusMin, it is Tri Origin's intention to vote the common shares of TriAusMin held by Tri Origin in favor of the Scheme at the shareholders meeting called for the purpose of seeking approval for the transaction.
Tri Origin believes that this merger will add value to its investment in TriAusMin and, as a result, create value for its shareholders. Tri Origin originally founded TriAusMin and, over a number of years, has supported its activities as it has moved toward development of base metal resources in NSW, Australia. Recently, lack of appropriate funding has hindered its ability to move forward. It is estimated that the new merged company will hold $31 million in cash and it intends to immediately focus its activities on the Woodlawn zinc-copper-lead-silver underground project now held by TriAusMin. It is believed that by combining the Woodlawn base metal asset held by TriAusMin and the significant cash reserve held by Heron an exciting and timely opportunity to advance the Woodlawn project will be created.
Shareholders are referred to the public news release dated March 10, 2014 which was disseminated by TriAusMin Limited for additional detail of the merger. A copy of this news release is available from the Company on request.
For more information about Tri Origin, please visit www.triorigin.com or SEDAR www.sedar.com or contact:
Dr. Robert Valliant, President
Tri Origin Exploration Ltd.
Tel: (905) 727-1779
E-mail: invest@triorigin.com
Tri Origin Exploration Ltd. is publicly listed on the TSX Venture Exchange under the trading symbol TOE. Tri Origin is a leading Canadian exploration company with gold and base metal projects in Canada. Tri Origin has leveraged exposure to mineral discoveries in Australia through its equity interest in TriAusMin Limited which holds gold and base metal resource-based assets in New South Wales.
CAUTIONARY STATEMENT: 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.
This News Release includes certain "forward-looking statements". These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, repayment of the principal amount and any interest on the Note, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.
