Portage Shareholder Approval

RNS Number : 9077N

Tri-Star Resources PLC

13 September 2013

 



13 September 2013

Tri-Star Resources Plc

("Tri-Star Resources" or the "Company")

Portage shareholder approval

Further to the announcement on 6 September 2013, the Company announces that the acquisition of Portage Minerals Inc. ("Portage") (the "Acquisition") has been approved at the meeting of Portage shareholders held yesterday.

The Acquisition was conditional, inter alia, on approval by a two thirds majority of Portage shareholders.  Final voting figures by Portage shareholders were 57,023,114 votes in favour, 27,431 votes abstaining and 6,458 votes against.  There were no dissenting shareholders of Portage under the provisions of the Canadian Business Corporations Act, as amended, (the "CBCA").

Under the terms of the amalgamation agreement (the "Amalgamation Agreement") the Acquisition is to be effected by way of an amalgamation of Tri-Star Resources' existing Canadian subsidiary and of Portage to form a new wholly owned Canadian subsidiary of the Company to be called Tri-Star Antimony Canada Inc. ("Amalco") (the "Amalgamation"). Completion of the Acquisition is also conditional, upon the following:

·             the representations and warranties given by Portage, Tri-Star Resources and Tri-Star Resources' existing Canadian subsidiary pursuant to the Amalgamation Agreement remaining true and accurate in all material respects at completion;

·             there being no material adverse change affecting Portage or Tri-Star Resources before completion;

·             the exercise, termination or release of options held over Portage;

·             the agreement of certain creditors of Portage (that are related parties to Portage) to settle outstanding claims against Portage;

·           receipt of a certificate of amalgamation from the Director appointed under the CBCA (which is expected to be issued within five working days of the filing of documents with the Director) confirming the completion of the Amalgamation; and

·             application being made for the admission to trading on AIM of the new ordinary shares of 0.005p each of Tri-Star Resources ("Tri-Star Shares") to be issued to the Portage shareholders and creditors.

Issue of Equity

Conditional on completion of the Acquisition, the following new Tri-Star Shares will be issued:

(i)           up to 1,086 million Tri-Star Shares to Portage shareholders;

(ii)          14 million Tri-Star Shares in respect of a payment of CDN$85,000 (GBP54,000) to creditors of Portage pursuant to the terms of the Amalgamation Agreement;

(iii)         20 million Tri-Star Shares in respect of short term liabilities to related party creditors of Portage amounting to CDN$400,000 (GBP256,000), of which CDN$300,000 (GBP192,000) will be satisfied by a cash payment on closing by Tri-Star Resources to such creditors.

Application will be made for the new Tri-Star Shares (as detailed above) to be admitted to trading on AIM on completion, with admission expected to take place by the end of September 2013.

A further announcement will be made in due course.

Enquiries:

Tri-Star Resources Plc Emin Eyi, Managing Director Brian Spratley, Technical Director	Tel: [phone] Tel: [phone]
Strand Hanson Limited (Nomad) James Harris / Richard Tulloch/Ritchie Balmer	Tel: [phone]
SP Angel Corporate Finance LLP (Joint Broker) Robert Wooldridge/Katy Birkin	Tel : [phone]
Keith, Bayley, Rogers & Co Limited (Joint Broker) Brinsley Holman	Tel: [phone]

About Tri-Star Resources

Tri-Star Resources is a focused antimony company whose management has many years experience in trading and mining this critical mineral.  The Company's objective is to become the leading integrated antimony metal and products manufacturer to western economy consumers utilising a new technical and environmentally advanced 20,000 tonnes per annum name plate capacity antimony metal and tri-oxide production facility in the Gulf, with raw material supplied from its upstream resource projects in Turkey and Canada and from third party producers.

Further information is available at www.tri-starresources.com.

 

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