Shareholders of Trans America Industries Ltd. and 1322256 Alberta Ltd. Approve Amalgamation
VANCOUVER, BRITISH COLUMBIA and CALGARY, ALBERTA–(EMWNews – July 21, 2008) –
NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES
Trans America Industries Ltd. (“TSA”) (TSX VENTURE:TSA) and 1322256 Alberta Ltd. (“AlbertaCo”) are pleased to announce that their respective shareholders have approved the continuances of TSA and AlbertaCo out of their present governing jurisdictions and into Ontario and the subsequent amalgamation (the “Amalgamation”) of TSA and AlbertaCo pursuant to the laws of the Province of Ontario to form an amalgamated corporation expected to be named Primary Corp. (“Primary Corp.”) as previously described in a press release issued on May 12, 2008. The Amalgamation is expected to be effected before the end of July, 2008. The Amalgamation is an arm’s length transaction that is subject to final acceptance by the TSX Venture Exchange.
Management of the new company will be lead by Robert Pollock as President and Chief Executive Officer. The directors of Primary Corp. will be John Campbell, Frank Davis, David Duval, Barry Gordon and Robert Pollock.
Pursuant to the Amalgamation, as described in the combination agreement between TSA and AlbertaCo dated May 11, 2008, TSA shareholders will receive one (1) common share of Primary Corp. for every two (2) shares of TSA then held. AlbertaCo shareholders will receive one (1) share of Primary Corp. for every twenty (20) shares (voting or non-voting) of AlbertaCo then held. Holders of convertible securities of each of the corporations will receive economically equivalent securities of Primary Corp.
Assuming that the Amalgamation will be effective July 31, 2008, Primary Corp. will issue approximately 15,602,209 shares of Primary Corp. to TSA Shareholders and 17,708,749 shares of Primary Corp. to AlbertaCo Shareholders and AlbertaCo Non-Voting Shareholders upon the completion of the Amalgamation. As a result, former shareholders of TSA will own approximately 46.8% of the outstanding shares of Primary Corp. and former shareholders of AlbertaCo will own approximately 53.2% of the then outstanding shares of Primary Corp.
Other matters approved by the respective shareholders of TSA and AlbertaCo include a reduction in the stated capital of TSA and AlbertaCo, the authorization of the directors of Primary Corp. to fix the number of directors between the minimum and maximum number as set out in the Articles of Amalgamation, a new stock option plan for Primary Corp. and a new by-law for Primary Corp.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities of TSA, AlbertaCo and Primary Corp. have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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