Tenajon Resources Corp.
TSX VENTURE : TJS

Tenajon Resources Corp.

October 09, 2008 20:47 ET

Tenajon Shareholders Vote in Favour of Plan of Arrangement

Pinnacle Mines Ltd. Shares to be Distributed to Tenajon Shareholders Record date changed to October 17, 2008

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 9, 2008) - Tenajon Resources Corp. (TSX VENTURE:TJS) (the "Company" or "Tenajon") announced that at today's annual and special general meeting, Tenajon Shareholders voted in favour to approve and ratify the Plan of Arrangement (the "Arrangement"), in which Tenajon will distribute 13,500,000 shares of Pinnacle Mines Ltd. ("Pinnacle") to its shareholders on a pro rated basis. In accordance with an amendment to the Arrangement made to accommodate notification procedures of the TSX Venture Exchange, the record date for entitlement to participate in the distribution is now October 17, 2008. Accordingly, the last day to purchase Tenajon shares that will be included in the distribution of the Pinnacle shares under the Arrangement is October 14, 2008. The Arrangement is subject to, among other things, the approval of the Supreme Court of British Columbia which will be sought on October 10, 2008. The following information is a summary of certain features of the Arrangement between Pinnacle and Tenajon.

Distribution of Pinnacle Mines Ltd. Shares

Pursuant to the Arrangement, subject to provisions for Small Lot Holders (a Small Lot being less than 500 Tenajon shares), on the Effective Date, which is expected to be October 17, 2008, the Tenajon shares will be 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.

Procedure for Delivery and/or Exchange of Certificates

As soon as practicable after the Effective Date the Depositary will forward to each Tenajon Shareholder who is not a Small Lot Holder, certificates representing their allotted number of Pinnacle Shares in accordance with the Arrangement to Tenajon Shareholders of record on October 17, 2008. Certificates formerly representing Tenajon common shares will from and after the Effective Date represent New Tenajon Shares.

The Depositary will also forward to each Tenajon Small Lot Holder of record on October 17, 2008, an Election Form by which such Holders may elect to receive 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 shall have 30 days from the Effective Date to deliver the duly completed Election Form 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 in accordance with the terms of the Arrangement.

Tenajon Small Lot Holders (shareholders with less than 500 shares)

Tenajon Small Lot Holders of record on October 17, 2008 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, unless a Small Lot Holder specifically elects within 30 days of the Effective Date on the Election Form to be provided share certificates representing New Tenajon Shares and the Pinnacle Shares to which they are entitled.

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 and such other documents as the Depositary may require.

In order to receive certificates representing New Tenajon Shares and Pinnacle Shares instead of a cash payment pursuant to the Arrangement, a Small Lot Holder must elect to receive share certificates by delivering to the Depositary within thirty (30) days of the Effective Date, a duly completed Election Form specifying such election such other documents as such Depositary may require. If such election is not made within thirty (30) days of the Effective Date by a Small Lot Holder, such Small Lot Holder shall only be entitled to receive a cash payment by complying with the requirements above.

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.

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.

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