Wolfpack Gold Completes Sale of Wolfpack Gold (Nevada) to Timberline Resources; Changes Name To enCore Energy Corp.
RENO, Nev.--(BUSINESS WIRE)--Wolfpack Gold Corp. (TSX-V: WFP) (“Wolfpack” or the “Company”) announced today that it has completed the business combination transaction with Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) (“Timberline”) announced April 17, 2014. Concurrently, the Company has changed its name to “enCore Energy Corp.”
“Crownpoint and Hosta Butte Uranium Project Mineral Resource Technical Report, McKinley County, New Mexico, USA, Mineral Resource Technical Report - National Instrument 43-101”
“With the transaction close, our shareholder’s gold interests combine with Timberline’s assets to create a stronger Nevada gold company focused on the dedicated advancement of the Lookout Mountain-South Eureka project,” said William M. Sheriff, Chairman. “In addition to the pro-rata distribution of Timberline shares, Wolfpack shareholders of record will continue to hold their shares in the Company which will be focused on its quality uranium assets in the United States in anticipation of a resurgence in the uranium markets.”
Pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), Timberline acquired all of the outstanding shares of Wolfpack Gold (Nevada) Corp., a wholly-owned subsidiary of the Company, and issued 42,932,063 common shares to Wolfpack for pro rata distribution to its shareholders. Each Wolfpack shareholder of record on August 15, 2014 will receive 0.75 of a Timberline share for each share of Wolfpack held at closing. Wolfpack shareholders will hold, as a group, approximately 36% of the outstanding Timberline shares.
The Company’s shares will commence trading under the name “enCore Energy Corp.” and symbol “EU”, at the opening of trading on the TSX Venture Exchange on Wednesday, August 20, 2014. A new CUSIP of 29259W106 and a new ISIN number of CA29259W1068 have been obtained to distinguish the name change.
Timberline Board of Directors and Management Team
At closing, Mr. William Sheriff and Mr. John Watson joined Timberline’s Board of Directors.
Procedure for Exchange of Wolfpack Shares and Receipt of Timberline
Each existing Wolfpack share held by shareholders of record on August 15, 2014 is exchangeable for one new enCore share and 0.75 of a Timberline share.
In order to receive certificates representing their new enCore shares and their pro rata portion of Timberline shares, each shareholder must return the certificate representing their Wolfpack shares and a completed letter of transmittal to the Company’s depositary, Olympia Trust Company, at 750 West Pender Street, Suite 1003, Vancouver, British Columbia, V6C 2T8. The letter of transmittal and instructions regarding the completion and return of the letter of transmittal are set out in the Company’s management information circular sent to all registered shareholders on July 10, 2014.
Shareholders holding Wolfpack shares through a broker or other person, should contact that broker or other person for instructions and assistance in receiving their shares.
Shareholders should expect to receive their new share certificates within two weeks of returning all required documentation to the Company’s depositary.
Shareholders may obtain an extra copy of the letter of transmittal online under the Company’s SEDAR profile at www.sedar.com or by contacting the depositary at 1-604-484-8638 or firstname.lastname@example.org.
About Wolfpack Gold Corp. (enCore)
Following the close of the transaction Wolfpack Gold will be renamed enCore Energy Corp. The Company has a 100% interest, with no holding costs, on 115,000+ acres (46,400 ha) of private mineral rights in New Mexico, including the Crownpoint and Hosta Butte uranium deposits. These deposits contain an indicated resource of 26.6 MM pounds U3O8 at an average grade of 0.105% eU3O8 and an inferred resource of 6.1 MM pounds U3O8 at an average grade of 0.110 eU3O8(1). A portion of these resources are under NRC license.
About Timberline Resources
Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline’s leadership has a proven track record of discovering economic mineral deposits that are developed into profitable mines. Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".
For additional information:
(1) Technical Report, titled, “Crownpoint and Hosta Butte Uranium Project Mineral Resource Technical Report, McKinley County, New Mexico, USA, Mineral Resource Technical Report - National Instrument 43-101,” dated May 14, 2012, and authored by Douglas L. Beahm, PEng, PGeo.
Neither 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 release.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the business combination, bridge loan and related transactions are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.