Tenajon Resources Corp.
TSX VENTURE : TJS

Tenajon Resources Corp.

October 17, 2008 17:56 ET

Tenajon Plan of Arrangement Approved

Distribution of Pinnacle Mines Ltd. Shares to Proceed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 17, 2008) - Tenajon Resources Corp. (TSX VENTURE:TJS) ("Tenajon") today announced that the Plan of Arrangement involving the reorganization of Tenajon shares and the distribution of 13,500,000 shares of Pinnacle Mines Ltd. ("Pinnacle") to its shareholders on a pro rated basis has been approved by the court and the reorganization of Tenajon shares has been completed.

Pursuant to the Arrangement, subject to provisions for Small Lot Holders (a Tenajon shareholder holding a Small Lot, being less than 500 Tenajon shares, at the close of business today), Tenajon shares have been exchanged for (a) new Tenajon common shares ("New Tenajon Shares") on a one for one basis, and (b) approximately one (1) share of Pinnacle for every 4.70 Tenajon shares held.

For an explanation of the principal income tax considerations generally applicable to Tenajon shareholders in respect of the Arrangement, please see Tenajon's Information Circular dated September 8, 2008, which is available under Tenajon's profile on SEDAR at www.sedar.com. In summary, for Tenajon shareholders resident in Canada, the distribution of the Pinnacle Shares has been structured as a reduction of paid-up capital so that, generally, no dividend should be deemed to be paid or received by Tenajon shareholders resident in Canada. However, the income tax consequences of the Arrangement will be subject to a number of matters and factors which are summarized in the Information Circular.

The New Tenajon Shares will be posted and listed for trading at the opening on Monday, October 20, 2008. Certificates formerly representing Tenajon common shares will from and after October 17, 2008 (the "Effective Date") represent New Tenajon Shares. In addition, Tenajon Shareholders who are not Small Lot Holders will be able to trade the Pinnacle Shares to which they are entitled under the Arrangement on a "When Issued" basis. The entitlement to Pinnacle Shares can be calculated by multiplying the number of Tenajon shares by (0.21274) and rounding to the nearest whole number, with fractions of one-half or greater being rounded up and fractions of less than one-half being rounded down.

Approximately 33 days after the Effective Date, Computershare Investor Services Inc. (the "Depositary") will forward to each Tenajon Shareholder of record at the close of business on the Effective Date who is not a Small Lot Holder, certificates representing the Pinnacle Shares to which they are entitled in accordance with the Arrangement.

The Depositary will also forward, as soon as practicable, to each Small Lot Holder (either directly to Small Lot Holders of record or indirectly via delivery to intermediaries), an Election Form by which such Small Lot Holders may elect to receive either cash or a certificate representing the Tenajon Shares and a certificate representing the Pinnacle Shares to which they are entitled under the Arrangement. Each Small Lot Holder that wishes to receive Tenajon Shares and Pinnacle Shares shall have until November 17, 2008 to deliver the duly completed Election Form, their Tenajon share certificate(s) and such additional documents as may be required by the Depositary, failing which the Small Lot Holder shall be entitled to receive only cash in respect of its Small Lot, as described below.

Small Lot Holders will be entitled pursuant to the Arrangement to receive from Tenajon a cash payment of $0.23 per Tenajon share and $0.20 per Pinnacle Share to which they would otherwise be entitled pursuant to the Arrangement. In order for a Small Lot Holder to receive a cash payment for their Small Lot pursuant to the Arrangement, the Small Lot Holder must deliver to the Depositary, within six (6) years of the Effective Date, a duly completed Election Form, their Tenajon share certificate(s) and such other documents as the Depositary may require.

Under the terms of the Plan of Arrangement, as approved by the court, due to the administrative costs of effecting exchanges, if a cash payment payable to a Small Lot Holder in respect of the New Tenajon Shares and the Pinnacle Shares to which they would otherwise be entitled pursuant to the Arrangement would be less than $10, such payment will not be made.

Tenajon will deposit funds with the Depositary sufficient to pay the cash payments to Small Lot Holders, which funds will be held in a trust account to be used to pay the cash payments. Upon expiry of six (6) years from the Effective Date, all unused funds will be returned to Tenajon.

On Behalf of the Board of Directors

TENAJON RESOURCES CORP.

D. Bruce McLeod, President

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

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

Contact Information

  • Tenajon Resources Corp.
    Bruce McLeod
    Investor Contact
    (604) 687-7545
    (604) 689-5041 (FAX)
    or
    Tenajon Resources Corp.
    Chris Curran
    Investor Contact
    (604) 331-2288
    Website: www.tenajon.com