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RNS Number : 8429P
Tri-Star Resources PLC
07 October 2013
7 October 2013
Tri-Star Resources Plc ("Tri-Star Resources" or the
"Company")
Completion of Acquisition, Directorate Change and Total Voting
Rights
Completion of Acquisition
Further to the announcements on 12 September 2013 and 1 October
2013, the Company announces that all conditions in respect of the
acquisition of Portage Minerals Inc. ("Portage") (the
"Acquisition") have been satisfied and the Acquisition has been
completed.
The Acquisition has been effected by way of an amalgamation of
Portage and Tri-Star Resources' existing Canadian subsidiary to
form a new wholly owned Canadian subsidiary of the Company called
Tri-Star Antimony Canada Inc.
In connection with the Acquisition, the Company has issued
1,085,999,844 new ordinary shares of 0.005p each ("Tri-Star
Shares") in exchange for the issued and outstanding common shares
of Portage ("Portage Shares") and an aggregate of 34,000,000
Tri-Star Shares to creditors of Portage, collectively representing
approximately 16.37 per cent of the issued share capital of
Tri-Star Resources. Registered holders of Portage Shares will
receive a letter of transmittal for the purposes of delivering
their Portage Shares and receiving the consideration to which they
are entitled under the terms of the Acquisition. Admission of the
Tri-Star Shares and the Portage Shares to trading on AIM will occur
at 8.00a.m. tomorrow, 8 October 2013.
The Company believes that the Acquisition is an important step
in the Company becoming an integrated antimony producer. Portage's
Bald Hill deposit will contribute significantly to the Company's
existing antimony exploration asset base, which together with the
Company's Goynuk property in Turkey, will have the potential to
deliver antimony concentrate to the Company's proposed antimony
roaster facility.
Tri-Star Resources is now a reporting issuer in each of Ontario,
Alberta and British Columbia and is subject to the continuous
disclosure requirements of applicable Canadian securities laws in
those jurisdictions and, inter alia, will be required to disclose
quarterly financial information.
The executive officers of Tri-Star Antimony Canada Inc. are Emin
Eyi (President and Secretary), Ken Hight (Chief Executive Officer)
and Brian Spratley (Chief Operating Officer).
Directorate Change
The board of Tri-Star Resources is also pleased to announce the
appointment of Ken Charles Hight as an Executive Director of the
Company with immediate effect.
Mr. Hight was Chairman and Chief Executive Officer of Portage
and has over 40 years of experience working in global institutional
financial markets. Mr. Hight began his career in 1969 with the
capital markets division of Toronto-Dominion Bank and in 1992, was
appointed President of TD Securities Inc., subsequently Deputy
Chair, a role he served in until 1999. In 2000, he founded ITG
Canada Corp and served as its Chief Executive Officer until 2005,
after which he worked at E*Trade Capital Markets LLC as Executive
Vice President from 2005 to 2008 and then served as Head of Global
Equities at Liquidnet Holdings Inc. from 2008 to 2009. In 2010, Mr.
Hight was appointed Chief Executive Officer of Portage and has
served in that role until completion of the Acquisition.
Emin Eyi, Managing Director, commented:
"We are very pleased to have Ken on board, and feel that his
depth of experience in both the financial markets and the antimony
industry will serve to further strengthen the Company and the
Board, as we seek to enter the next phase of the Company's
development to becoming an integrated antimony producer."
Pursuant to Rule 17 and Schedule 2 paragraph (g) of the AIM
Rules for Companies ("AIM Rules"), the following information is
disclosed:
Kenneth Charles Hight, aged 64, is or has been a director or
member of the following companies or partnerships during the
previous five years:
Current Directorships Past Directorships (past 5 years)
1405875 Ontario Inc. Castle Silver Mines Inc.
1766576 Ontario Inc. Grandview Gold Inc.
NB Gold Inc. Portage Minerals Inc.
NB Antinomy Inc. Sheltered Oak Resources Inc.
Pacific Safety Products Inc. Zuni Holdings Inc.
Rockport Mining Corp
Tri-Star Antimony Canada Inc.
Mr. Hight holds, directly or indirectly, 21,663,774 Tri-Star
Shares, all of which were issued in connection with the
Acquisition. In addition, as detailed in the announcement on 6
August 2013, on completion of the Acquisition, Mr. Hight was
granted 13,900,000 options over Tri-Star Shares. The options have
been issued fully vested with an exercise price of GBP0.005 per
share and expiry on 31 December 2017 under and in accordance with
the terms of the Tri-Star Resources share option scheme.
There is no further information to be disclosed pursuant to Rule
17 and Schedule 2 paragraph (g) of the AIM Rules.
Immediately prior to completion of the Acquisition, there were
outstanding warrants exercisable to acquire an aggregate of
8,096,377 Portage Shares which remain outstanding following the
Acquisition and which, if fully exercised, will be satisfied by the
issue of approximately 57,968,837 Tri-Star Shares. The warrants
have effective exercise prices of between CAD$0.032 and CAD$0.034
per Tri-Star Share and expire at various times up to September
2014.
Total Voting Rights
Following the Admission of 1,119,999,844 Ordinary Shares to
trading on AIM on 8 October 2013, for the purposes of the FCA's
Disclosure and Transparency Rules, the Company advises that the
total number of Ordinary Shares in issue and total voting rights
will be 6,843,546,532. Tri-Star does not currently hold any shares
in treasury and, therefore, the above figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the
Company.
The resultant percentage holdings for each Director of the
Company as a result of the issue of the Ordinary Shares detailed
above are as follows:
Director Number of Ordinary Percentage of Ordinary
Shares Shares
Adrian Collins 23,245,800 0.34
Emin Eyi 1,560,000,000 22.8
Ken Hight 21,663,774 0.32
Brian Spratley 63,500,000 0.88
Michael Hirschfield 1,953,674 0.03
Jonathan Quirk 3,500,000 0.05
Jocelyn Trusted - -
Enquiries:
Tri-Star Resources Plc
Emin Eyi, Managing Director Tel: +44 (0)203
Brian Spratley, Technical Director 463 2260
Tel: +44 (0)1233
629 550
SP Angel Corporate Finance LLP (Nominated
Adviser and Joint Broker) Tel : +44 (0)203
Robert Wooldridge/Katy Birkin 463 2260
Keith, Bayley, Rogers & Co Limited (Joint
Broker) Tel: +44 (0)203
Brinsley Holman 100 8300
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 an 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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