TORONTO, Oct. 9 /CNW/ -- Trigon Uranium Corp. (TSX-V: TEL) ("Trigon" or the "Corporation"), today announced that the Management Proxy Circular (the "Circular") related to the previously disclosed reverse takeover ("RTO") by Intercontinental Potash Corp. ("ICP") and related matters was mailed on Friday, October 2, 2009 to shareholders of record as of September 14, 2009. A Special Meeting of Shareholders to seek approval of the transaction will be held on Monday, October 26, 2009 at 2 p.m. EDT at 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada.
The Trigon Board of Directors believes the RTO is in the best interests of the Corporation and its shareholders. The Board unanimously recommends that all shareholders vote in favor of the transaction.
"With encouraging results from our recent 43-101 Technical Report on our Ochoa Project, this transaction is critical to generating long-term value for Trigon shareholders," said Sidney Himmel, President and Chief Executive Officer of Trigon. "A positive vote for this transaction and its subsequent closing will fulfill the requirement of Trigon for a qualifying property and will result in the resumption of trading of Trigon shares."
The Circular contains information related to voting procedures at the Special Meeting of Shareholders and important information about:
- Trigon and the RTO by ICP;
- the consolidation of all of the outstanding common shares of Trigon on
the basis of one (1) "new" common share for four (4) "old" common
shares then outstanding (the "Consolidation");
- the change of name of Trigon from "Trigon Uranium Corp." to
"Intercontinental Potash Corp." or such other name as may be
acceptable to Industry Canada and the TSX Venture Exchange ("TSX-V")
(the "Name Change"); and
- the election of directors.
A copy of the Circular has been filed with the Canadian Securities Administrators and is available on SEDAR at www.sedar.com and on Trigon's website at www.trigonuraniumcorp.com. Shareholders are urged to read the Circular in its entirety. Completion of the RTO is subject to shareholder and regulatory approvals. Trigon has received conditional approval from the TSX-V with respect to the proposed RTO and related matters, subject to satisfying the conditions set forth in the TSX-V conditional approval letter by December 15, 2009. For further details, please refer to the press release of Trigon dated September 30, 2009, available on SEDAR at www.sedar.com.
About Intercontinental Potash Corp. And Trigon Uranium Corp.
ICP intends on completing the RTO of Trigon as was initially announced on June 19, 2009. A shareholders' meeting of Trigon is scheduled for October 26, 2009 at which Trigon shareholders are invited to consider and approve the acquisition of outstanding ICP shares not currently held by Trigon, and related matters. Upon completion of the RTO, Trigon intends to change its name to "Intercontinental Potash Corp." and continue to be listed on the TSX-V in the mining issuer category.
ICP is engaged in the exploration and development of potash and potassium fertilizer mineral properties. Trigon currently holds approximately 37% of ICP through its ownership of 15,000,000 common shares of ICP. ICP is seeking to commercialize polyhalite as a slow-release fertilizer, and to produce potassium sulphate, from its Ochoa project in Lea County, New Mexico. Polyhalite is an evaporate mineral containing potassium, magnesium, sulphate, and calcium. ICP is also investigating other areas of the world for the possibility of exploring for and developing polyhalite deposits. ICP controls 100 % of the Ochoa property, which consists of federal sub-surface potassium permits granted by the Bureau of Land Management ("BLM") comprising an area of 36,589 acres. All reclamation plans, environmental plans, and archaeological work have been approved by the BLM. Bonds in respect of the drill program have been accepted and all cost recovery charges have been paid in accordance with federal regulations. The initial terms of the permits, granted on December 1, 2008, is two years and may be extended to four years in total if in the opinion of the BLM, exploration had proceeded in an expeditious manner. The prospecting permits include approval of a detailed 16 drill hole program covering the entire acreage.
Following the RTO, the business of Trigon is expected to focus exclusively upon the development of polyhalite deposits at Ochoa, and upon other polyhalite deposit properties which may be acquired on a going forward basis. In anticipation of the RTO, Trigon allowed all of its uranium property interests to lapse effective September 1, 2009.
About Equicom Group
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Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Trigon and ICP, including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
Completion of the RTO, the Consolidation, the Name Change, the related proposed financing and related matters are subject to a number of conditions and the receipt of all applicable shareholder and regulatory approvals, including the final approval of the TSX-V and the requisite majority vote of shareholders of Trigon. The RTO cannot close until the approval of shareholders of Trigon and all required regulatory approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the proposed transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Trigon should be considered highly speculative. The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor 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 release.