1322256 Alberta Ltd.

Trans America Industries Ltd.

Trans America Industries Ltd.

August 01, 2008 17:23 ET

Amalgamation of Trans America Industries Ltd. and 1322256 Alberta Ltd. Becomes Effective

TORONTO, ONTARIO--(Marketwire - Aug. 1, 2008) -

NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES

Primary Corp. ("Primary") is pleased to announce that the previously announced continuances of Trans America Industries Ltd. ("TSA") and 1322256 Alberta Ltd. ("AlbertaCo") out of their former 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, Primary Corp., which was previously approved by shareholders of TSA and AlbertaCo on July 17, 2008, have become effective. As a result of the completed Amalgamation, effective at the open on Tuesday August 5, 2008, trading will commence in the common shares of the Primary under the name "Primary Corp." and under the symbol "PYC". Primary Corp. will trade on Tier 1 of the TSX Venture Exchange (the "TSXV").

Primary will be categorized as an investment issuer under TSXV policies. It will be a diversified merchant banking firm focused on the small cap market, which will conduct all such activities as would be typical for a merchant bank, including making equity investments in, and bridge loans to, appropriate companies. Primary will not operate in the category of mining issuer under TSXV policies. Mining assets of TSA that are not considered to be consistent with the overall portfolio composition and objectives of Primary are expected to be dealt with by Primary in a manner that will maximize shareholder value. Management of the new company will be lead by a team consisting of Robert Pollock as President and Chief Executive Officer and Dave Guebert as Chief Financial Officer. The directors of Primary will be John Campbell, Frank Davis, David Duval, Barry Gordon and Robert Pollock.

As described in the combination agreement between TSA and AlbertaCo dated May 11, 2008, TSA shareholders received one (1) common share of Primary in exchange for every two (2) shares of TSA held prior to the Amalgamation. AlbertaCo shareholders received one (1) share of Primary in exchange for every twenty (20) shares (voting or non-voting) of AlbertaCo held prior to the completion of the Amalgamation. Holders of convertible securities of each of the corporations received economically equivalent securities of Primary.

As of the Effective Date, Primary issued approximately 15,602,213 shares to former shareholders of TSA and approximately 17,708,749 shares to former shareholders of AlbertaCo. Primary currently has 33,310,961 shares outstanding and 38,551,874 shares outstanding on a fully diluted basis.

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 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.

Further information concerning Primary Corp. can be found on www.sedar.com.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Primary Corp.
    Robert Pollock
    President and CEO
    (416) 214-9672