El Tigre Silver Corp.

Published : November 06th, 2015

El Tigre Shareholders Approve Plan Of Arrangement With Oceanus Resources Corporation

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El Tigre Shareholders Approve Plan Of Arrangement With Oceanus Resources Corporation

4c61cee6-17e0-4603-aea3-d7717db409fe.pdf





Not for distribution to US wire services or for dissemination in the United States of America


EL TIGRE SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT WITH OCEANUS RESOURCES CORPORATION


November 6, 2015


VANCOUVER, BC, CANADA - Oceanus Resources Corporation ('Oceanus') (TSXV: OCN) and El Tigre Silver Corp. ('El Tigre') (TSXV: ELS) are pleased to announce that El Tigre received the overwhelming approval of its shareholders at the special meeting (the 'Meeting') held today to consider the previously announced acquisition of El Tigre by Oceanus by way of a plan of arrangement (the 'Arrangement') under the Business Corporations Act (British Columbia).


El Tigre will be seeking a final order of the British Columbia Supreme Court to approve the Arrangement. The final order is expected to be granted on or about November 10, 2015 (or such later date as may be agreed upon by El Tigre and Oceanus) with the Arrangement anticipated to become effective shortly thereafter on a date to be agreed by El Tigre and Oceanus. Completion of the Arrangement is subject to the satisfaction of certain other closing conditions customary of a transaction of this nature. Under the terms of the Arrangement, Oceanus will acquire all of the issued and outstanding common shares of El Tigre in exchange for 0.2839 of an Oceanus common share for each El Tigre share that is outstanding. It is further anticipated that shortly after the completion of the Arrangement, El Tigre's common shares will be delisted from the TSX Venture Exchange and that applications will be filed for El Tigre to cease to be a reporting issuer under Canadian securities laws.


71.16% of the issued and outstanding shares of El Tigre were voted in favour of the resolution approving the Arrangement. Of the votes cast by El Tigre shareholders at the Meeting, 98.9% voted in favour of the special resolution approving the Arrangement.


Details of the Arrangement and certain other matters are set out in the management information circular of El Tigre dated October 6, 2015 (the 'Information Circular'). A copy of the Information Circular and other meeting materials can be found on the SEDAR website at www.sedar.com.


About Oceanus Resources Corporation


Oceanus is a precious metals exploration company run by a team of experienced mine finders. Oceanus is currently advancing the La Lajita high grade gold property located in the Sierra Madre Gold and Silver Belt near Durango, Mexico.


About El Tigre Silver Corp.


El Tigre, through its subsidiaries, holds the rights to the mineral concessions in north-eastern Sonora, Mexico, where it has been advancing its tailing reprocessing project.


Cautionary Statement Regarding Forward-Looking Information


This news release contains forward-looking statements and forward-looking information within the meaning of United States and Canadian securities laws, respectively. The use of any of the words 'expect', 'potential', 'target', 'anticipate', 'continue', 'estimate', 'objective', 'may', 'will', 'project', 'should', 'believe', 'plans', 'intends' and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning: the timing

and anticipated receipt of required regulatory and court approvals for the arrangement; the ability of Oceanus and El Tigre to satisfy the other conditions to, and to complete, the arrangement; and the anticipated timing of the closing of the Transaction.


In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Oceanus and El Tigre have provided them in reliance on certain assumptions that they believe are reasonable at this time, including the ability of the parties to receive, in a timely manner, the necessary regulatory, court, and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement, including with respect to obtaining additional financing. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.


Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risk that the transaction may not close when planned or at all or on the terms and conditions set forth in the arrangement agreement; the failure to obtain the necessary court, regulatory and other third party approvals required in order to proceed with the transaction; the expected synergies from the Arrangement not being realized; business integration risks; litigation risks, operational risks in the development and exploration of precious metals properties; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of mineral reserve and mineral resource estimates; uncertainties inherent to feasibility and other economic studies; health, safety and environmental risks; metal and commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations and risks inherent to operating in developing countries. In addition, the failure of El Tigre to comply with the terms of the Agreement may result in El Tigre being required to pay a non-completion or other fee to Oceanus, the result of which could have a material adverse effect on El Tigre's financial position and results of operations and its ability to fund growth prospects and current operations.


Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other risks and factors that could affect the operations or financial results of Oceanus and El Tigre are included in reports on file with applicable securities regulatory authorities, including but not limited to, Oceanus's Annual Information Form for the fiscal year ended March 31, 2015 which may be accessed on Oceanus's SEDAR profile at www.sedar.com.


Management has included the above summary of assumptions and risks related to forward looking information provided in this news release in order to provide shareholders with a more complete perspective on the proposed transaction and such information may not be appropriate for other purposes. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward looking statements will transpire or occur, or if any of them do so, what benefits may be derived there from.


The forward-looking statements and information contained in this news release are made as of the date hereof and neither Oceanus nor El Tigre undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.


This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell a share or a solicitation of a proxy.



ON BEHALF OF

OCEANUS RESOURCES CORPORATION

ON BEHALF OF

EL TIGRE SILVER CORP.

Glenn Jessome

President and CEO


FOR FURTHER INFORMATION, CONTACT:


Glenn Jessome, President and CEO (902) 492-0298

[email protected]

Ernie Elko

Chairman, CEO and Director


FOR FURTHER INFORMATION, CONTACT:


Rob Grace, Corporate Communication (604) 639-0044

[email protected]


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 of accuracy of this release.


(Not for distribution to US wire services or for dissemination in the United States of America)

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El Tigre Silver Corp.

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El Tigre Silver Corp. is a silver and gold exploration company based in Canada.

Its main exploration property is EL TIGRE in Mexico.

El Tigre Silver Corp. is listed in Canada. Its market capitalisation is CA$ 2.5 millions as of today (€ 2.3 millions).

Its stock quote reached its highest recent level on February 18, 2011 at CA$ 0.81, and its lowest recent point on November 12, 2015 at CA$ 0.04.

El Tigre Silver Corp. has 62 900 000 shares outstanding.

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Financings of El Tigre Silver Corp.
2/14/2014Closes Private Placement For Gross Proceeds Of $1,500,000
1/28/2014Announces Private Placement
10/30/2013Closes Private Placement for Gross Proceeds of $707,000
9/17/2012Announces Private Placement
Nominations of El Tigre Silver Corp.
4/14/2015Appoints Carl Rosenau to Board
4/6/2015Announces Resignation
3/20/2015Announces Resignation of Board Member
10/16/2012Director Resignation
6/27/2011Adds Experience With Appointment of Chief Geologist
Project news of El Tigre Silver Corp.
11/14/2013To Proceed On Silver And Gold Tailings Recovery Project In S...
5/14/2013Drills 1.4 Metres of 4,143 g/t Ag and 5.4 g/t Au including 0...
5/2/2013Reports Continued Strong Assay Results from Stockwork Target
4/19/2013Drills 1.4 meters of 115.34 g/t Au Equivalent- 74.2 g/t Au a...
1/21/2013Commences its 2013 Drilling Campaign on its Gold Hill Dissem...
5/24/2012Reports New Silver Assays from Ongoing Drilling Program
2/6/2012Reports New Assays from its Silver-Gold Tailings Project in ...
5/18/2011(El Tigre)Begins Exploration in the Brown's Shaft Area of the El Tigre...
5/10/2011(El Tigre)Drills Sietz Kelly and El Tigre Veins at Its Sonora, Mexico ...
3/14/2011(El Tigre)on Drilling at the El Tigre Property, Sonora, Mexico
3/8/2011(El Tigre)Assay Results Confirm Gold Mineralization in Tigre Viejo Can...
Corporate news of El Tigre Silver Corp.
4/2/2015Reports Update on Wealthcorp, LLC Agreement
3/20/2015El Tigre Silver Announces Resignation of Board Member
2/20/2015El Tigre Announces Loan Agreements and Issuance of Bonus Sha...
2/20/2015Announces Loan Agreements and Issuance of Bonus Shares
2/3/2015El Tigre Silver Provides Progress Report and Assay Results
1/26/2015El Tigre Announces Closing Of Shares For Debt Transaction
1/22/2015El Tigre Reports Filing Of Claim Concerning Agreement With W...
1/16/2015El Tigre Announces Shares For Debt Transaction
1/9/2015El Tigre Announces Shares for Debt Transaction
10/21/2014El Tigre Silver Announces Appointment Of Wade Anderson As Co...
10/17/2014El Tigre Silver Corp. Appoints Three New Directors
9/24/2014El Tigre Silver Corp. Announces Proposed Warrant Extension
9/9/2014El Tigre Silver Reports Assay Results from Ongoing Explorati...
8/28/2014El Tigre Silver Announces Financial Advisory Services Agreem...
7/31/2014El Tigre Silver Announces No Material Change
6/16/2014El Tigre Silver Confirms 5.3 Kilometre Strike Length With As...
6/9/2014El Tigre Silver Advances Sampling Beyond Resource Area and R...
5/30/2014El Tigre Silver Updates Exploration Activities and Announces...
4/1/2014El Tigre Silver Corp. Appoints Lisa Dea as Chief Financial O...
12/23/2013Announces Agreement With Hard Rock Consulting, LLC
8/16/2013files updated NI 43-101 Prefeasibility Study and Resource Es...
8/1/2013Announces Receipt of Tailings Recovery Environmental Permit ...
7/4/2013(El Tigre)Announces Reserves and Resources at El Tigre Property in Son...
6/25/2013Reports Annual and Special Meeting Results
5/23/2013Reports Final Drill Assays and NI 43-101 Resource Modeling W...
5/22/2013Adopts Advance Notice Policy
4/18/2013Drills 1.4 meters of 115.34 g/t Au Equivalent-74.2 g/t Au an...
4/11/2013Clarifies Technical Disclosure
4/3/2013Drills 72.55 m of 2.26 g/t Au Equivalent-24.8 g/t Ag and 1.7...
3/20/2013Drill Hole ET13-50 Intercepts 57.6 M of 17.83 g/t Ag and 0.6...
2/7/2013Updates Drilling Campaign on its Gold Hill Disseminated Gold...
2/16/2012Reports Average Gold Assays of 41.4 Meters at 1.0 g/t, Annou...
6/16/2011Pursues Listing on OTCQX and Announces Engagement of Roth Ca...
5/27/2011(El Tigre)Assay Results Confirm Gold Silver Mineralization in Tigre Vi...
5/4/2011Drill Hole ET-27 Intercepts 2.8 Metres of 242 g/T Silver and...
4/13/2011Drill Hole ET-26 Encounters 11.69 Meters 180 Grams Per Tonne...
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TSX-V (ELS.V)
0.0400
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