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Simberi Gold Corporation (Formerly Alive International Inc.) Completes TSX-V Reorganization To Form New Junior Mining, Exploration And Development Company
June 13, 2004
TORONTO, ONTARIO – (NEX: AII) Simberi Gold Corporation (formerly Alive International Inc.) (the "Corporation") is pleased to announce the completion of its previously announced reorganization into a junior mining company. At the special meetings of shareholders of the Corporation and 2034879 Ontario Limited ("Newco") held in Toronto on March 10, 2004 all items of business in respect of the previously announced amalgamation and related matters (the "RTO Transaction") (as described in the Joint Management Proxy and Information Circular dated February 9, 2004 (available at www.sedar.com) and as described in the Corporation's press release dated January 15, 2003) were considered and unanimously approved by the Corporation's and Newco shareholders, as applicable.
In connection with the RTO Transaction the Corporation changed its name to “Simberi Gold Corporation” and issued an aggregate of 60,000,000 common shares to holders of common shares and Class A Special Shares of Newco, an aggregate of 20,000,000 common share purchase warrants (the “Purchase Warrants”) to holders of Class A Special Share purchase warrants of Newco, and an aggregate of 2,000,000 compensation options (the “Compensation Options”) to holders of compensation options of Newco. Each Purchase Warrant entitles the holder thereof to acquire, at any time until December 8, 2005, one common share at an exercise price of $0.40 per share. Each Compensation Option entitles the holder thereof to acquire, at any time until December 8, 2005, one common share and one Purchase Warrant at an exercise price of $0.25 per Compensation Option. Pursuant to the RTO Transaction the Corporation also successfully acquired all of the shares of Novaking Pty Ltd. ("Novaking") in exchange for the issue of 16,000,000 of the Corporation's common shares. The Corporation now has an aggregate of 93,881,831 common shares issued and outstanding (121,436,831 fullydiluted). A finder’s fee at 2,000,000 shares of the Corporation was paid to Tory, Ryan & Co. Inc. in connection with the RTO Transaction.
The Corporation has graduated from the NEX Exchange to Tier 2 of the TSX Venture Exchange. The Corporation's common shares are scheduled to begin trading on Tier 2 of TSX Venture Exchange under the stock symbol SAU on April 14, 2004. Kingsdale Capital Markets Inc. acted as the Corporation's Sponsor in accordance with Exchange policies in connection to the RTO Transaction.
For further information, please contact Jim Voisin at 1-519-699-9261 or 1-519-580-6774. This press release includes certain "Forward-Looking Statements" within the meaning of the US Private Securities Reform Act of 1995. Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted. The TSX Venture Exchange Inc. has neither approved nor disapproved the information herein contained.
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