Triumph Ventures Corp. and Highvista Gold Corp. Complete Transaction to Form Highvista Gold Inc.
Immediately prior to the closing of the Qualifying Transaction, Triumph consolidated its shares on a one-for-two basis and changed its name to "Highvista Gold Inc.". Highvista subsequently amalgamated with a wholly-owned subsidiary of Triumph under an amalgamation agreement and Highvista Gold Inc. purchased all of the issued and outstanding shares of Lowvista Gold Corp. ("Lowvista") under a share purchase agreement.
The Qualifying Transaction will constitute a reverse take-over inasmuch as the former shareholders of Highvista will own (on a non-diluted basis) approximately 92% of the outstanding shares of Highvista Gold Inc. immediately after the closing of the Qualifying Transaction.
The board of directors of Highvista Gold Inc. and the amalgamated entity will consist of five directors and will be comprised of the following persons: Richard Adams, Gerry McCarvill, Edmund King, Ralph Fitch and Tina Woodside. The officers of Highvista Gold Inc. and the amalgamated entity will include Richard Adams as President and Chief Executive Officer, Janet O'Donnell as Chief Financial Officer, and David Carbonaro as Corporate Secretary.
The completion of the Qualifying Transaction has received conditional approval of the Exchange and is subject to its final approval, which is expected after completion of the required filings. After giving effect to the Qualifying Transaction, there will be 31,246,900 Highvista Gold Inc. Shares issued and outstanding (calculated on a non-diluted basis).
As a result of the consolidation of Triumph's stock on a one-for-two basis, the exercise price of the existing options to purchase common shares in the capital of Triumph will consequently double to $0.40 per share. The existing stock option plan of Triumph (the "Stock Option Plan") approved at Triumph's most recent meeting of shareholders held on July 22, 2011 remains in effect with some minor amendments made by the board of Highvista Gold Inc. The amendments provide clarity on the method of payment for the shares and the vesting schedule of options for consultants providing investor relations activities. In addition, a section providing for a four-month hold period was added to the Stock Option Plan for situations where the exercise price of an option is based on the Discounted Market Price (as that term is defined by the Exchange).
Trading in the common shares of Highvista Gold Inc. was halted at the request of Triumph. The common shares of Highvista Gold Inc. are expected to commence trading under the symbol "HVV" after the Exchange issues its final bulletin.
On August 31, 2011, Highvista completed a brokered private placement of 5,824,400 subscription receipts for aggregate gross proceeds of $2,912,200. The private placement was co-led by NCP Northland Capital Partners Inc. and Portfolio Strategies Securities Inc.
Highvista and Lowvista own 100% of a Mexican subsidiary that in turn controls the 24,215 hectare Canasta Dorada Gold Project located in Sonora State, Mexico. This project is located in the Sonoran Gold Belt immediately adjacent to AuRico Gold's 1.5 million ounce El Chanate Mine. Highvista has identified several mineralized areas at Canasta Dorada, and intends to complete a drill program at three of these areas in the fourth quarter of 2011. "We have assembled an exceptional team and project in a world class mining district" notes Rick Adams, President and CEO of Highvista Gold Inc., "and we look forward to further exploring Canasta Dorada".
READER ADVISORY
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.
Statements in this press release may contain forward-looking information including, but not limited to, statements with respect to the closing or completion of the Qualifying Transaction. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Triumph. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Triumph does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.
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 PRESS RELEASE.
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For further information:
Highvista Gold Inc.
Richard Adams, President and CEO
Telephone: (416) 504-3588
Facsimile: (416) 504-4129