TriAusMin Receives Court Approval to Convene Shareholders Meeting to Seek Approval for the Merger of TriAusMin and Heron Resources by Means of a Scheme of Arrangement
06.06.2014 | FSCwire
Sydney, June 06, 2014 - TriAusMin Limited (ASX: TRO) (TSX: TOR), ("TriAusMin" or the "Company") is pleased to announce that the Federal Court of Australia has today approved the issue of the Company's Scheme Booklet to TriAusMin shareholders and ordered the convening of a meeting ("Scheme Meeting") of TriAusMin shareholders to consider and vote on the previously announced merger with Heron Resources Ltd. (ASX: HRR) ("Heron") by means of a scheme of arrangement between TriAusMin and its shareholders (the "Scheme").
If the Scheme is approved by TriAusMin shareholders and the Court and all conditions precedent are satisfied, on the implementation date (which is expected to be 19 August 2014), TriAusMin shareholders will receive 1 Heron share for each 2.33 TriAusMin shares.
The Scheme Meeting will be held at 2:00pm (Sydney time) on 28 July 2014 at The Grace Hotel, Pinaroo 2 Room, Level 1, 77 York Street, Sydney.
The board of TriAusMin commissioned Value Adviser Associates Pty Ltd ("Independent Expert") to provide an Independent Expert's Report in relation to the Scheme. The Independent Expert has concluded in its report that the Scheme is fair and reasonable and in the best interests of TriAusMin shareholders, in the absence of a superior proposal.
Information relating to the Scheme, including the notice convening the Scheme Meeting and the Independent Expert's Report, will be included in the Scheme Booklet which will be sent to TriAusMin shareholders after it has been registered with the Australian Securities and Investments Commission and released on the ASX and SEDAR.
About TriAusMin
TriAusMin is engaged in the exploration and development of base and precious metals deposits in the Lachlan Fold Belt of New South Wales, Australia. TriAusMin's projects include the Woodlawn Project, the Lewis Ponds Project, located near Orange, as well as a number of other quality exploration properties in the Lachlan Fold Belt.
For further information, please visit www.triausmin.com or contact:
Australia:
Mr Wayne Taylor, Managing Director and Chief Executive Officer:
Tel: +61 02 9299 7800 (Sydney)
inquire@triausmin.com
Canada:
Tel: +1 905 727 8688 (Toronto)
info@triausmin.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws, which are based on expectations, estimates and projections as of the date of this news release. This forward-looking information includes, or may be based upon, without limitation, estimates, forecasts and statements as to management's expectations with respect to, among other things, successful completion of the Transaction, the generation of revenues by the Company, the timing and amount of funding required to execute the Company's exploration, development and business plans, capital and exploration expenditures, the effect on the Company of any changes to existing legislation or policy, government regulation of mining operations, the length of time required to obtain permits, certifications and approvals, the success of exploration, development and mining activities, the geology of the Company's properties, environmental risks, the availability of labour, the focus of the Company in the future, demand and market outlook for precious metals and the prices thereof, progress in development of mineral properties, the Company's ability to raise funding privately or on a public market in the future, the Company's future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as "anticipate", "believe", "expect", "intend", "may" and similar expressions have been used to identify such forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the information is given, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties, assumptions and other factors that could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors, including, but not limited to, fluctuations in currency markets, fluctuations in commodity prices, the ability of the Company to access sufficient capital on favourable terms or at all, changes in national and local government legislation, taxation, controls, regulations, political or economic developments in Canada, Australia or other countries in which the Company does business or may carry on business in the future, operational or technical difficulties in connection with exploration or development activities, employee relations, the speculative nature of mineral exploration and development, obtaining necessary licenses and permits, diminishing quantities and grades of mineral reserves, contests over title to properties, especially title to undeveloped properties, the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other geological data, environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding, limitations of insurance coverage and the possibility of project cost overruns or unanticipated costs and expenses, and should be considered carefully. Many of these uncertainties and contingencies can affect the Company's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Prospective investors should not place undue reliance on any forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this news release.
To view this press release as a PDF file, click onto the following link:
http://www.fscwire.com/sites/default/files/news_release_pdf/TriAusMinJune62014.pdf
If the Scheme is approved by TriAusMin shareholders and the Court and all conditions precedent are satisfied, on the implementation date (which is expected to be 19 August 2014), TriAusMin shareholders will receive 1 Heron share for each 2.33 TriAusMin shares.
The Scheme Meeting will be held at 2:00pm (Sydney time) on 28 July 2014 at The Grace Hotel, Pinaroo 2 Room, Level 1, 77 York Street, Sydney.
The board of TriAusMin commissioned Value Adviser Associates Pty Ltd ("Independent Expert") to provide an Independent Expert's Report in relation to the Scheme. The Independent Expert has concluded in its report that the Scheme is fair and reasonable and in the best interests of TriAusMin shareholders, in the absence of a superior proposal.
Information relating to the Scheme, including the notice convening the Scheme Meeting and the Independent Expert's Report, will be included in the Scheme Booklet which will be sent to TriAusMin shareholders after it has been registered with the Australian Securities and Investments Commission and released on the ASX and SEDAR.
About TriAusMin
TriAusMin is engaged in the exploration and development of base and precious metals deposits in the Lachlan Fold Belt of New South Wales, Australia. TriAusMin's projects include the Woodlawn Project, the Lewis Ponds Project, located near Orange, as well as a number of other quality exploration properties in the Lachlan Fold Belt.
For further information, please visit www.triausmin.com or contact:
Australia:
Mr Wayne Taylor, Managing Director and Chief Executive Officer:
Tel: +61 02 9299 7800 (Sydney)
inquire@triausmin.com
Canada:
Tel: +1 905 727 8688 (Toronto)
info@triausmin.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws, which are based on expectations, estimates and projections as of the date of this news release. This forward-looking information includes, or may be based upon, without limitation, estimates, forecasts and statements as to management's expectations with respect to, among other things, successful completion of the Transaction, the generation of revenues by the Company, the timing and amount of funding required to execute the Company's exploration, development and business plans, capital and exploration expenditures, the effect on the Company of any changes to existing legislation or policy, government regulation of mining operations, the length of time required to obtain permits, certifications and approvals, the success of exploration, development and mining activities, the geology of the Company's properties, environmental risks, the availability of labour, the focus of the Company in the future, demand and market outlook for precious metals and the prices thereof, progress in development of mineral properties, the Company's ability to raise funding privately or on a public market in the future, the Company's future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as "anticipate", "believe", "expect", "intend", "may" and similar expressions have been used to identify such forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the information is given, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties, assumptions and other factors that could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors, including, but not limited to, fluctuations in currency markets, fluctuations in commodity prices, the ability of the Company to access sufficient capital on favourable terms or at all, changes in national and local government legislation, taxation, controls, regulations, political or economic developments in Canada, Australia or other countries in which the Company does business or may carry on business in the future, operational or technical difficulties in connection with exploration or development activities, employee relations, the speculative nature of mineral exploration and development, obtaining necessary licenses and permits, diminishing quantities and grades of mineral reserves, contests over title to properties, especially title to undeveloped properties, the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other geological data, environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding, limitations of insurance coverage and the possibility of project cost overruns or unanticipated costs and expenses, and should be considered carefully. Many of these uncertainties and contingencies can affect the Company's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Prospective investors should not place undue reliance on any forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this news release.
To view this press release as a PDF file, click onto the following link:
http://www.fscwire.com/sites/default/files/news_release_pdf/TriAusMinJune62014.pdf