NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Rio2 Limited (“
Rio2”) (TSX-V:RIO) and Atacama
Pacific Gold Corporation (“
Atacama Pacific”)
(TSX-V:ATM) are pleased to announce that an interim order from the
Ontario Superior Court of Justice (the "
Interim
Order") has been obtained by Rio2 and Atacama Pacific in
connection with the proposed business combination of Rio2 and
Atacama Pacific by way of plan of arrangement (the
"
Arrangement") announced on May 14, 2018.
The Interim Order, among other things,
authorizes Rio2 and Atacama Pacific to call and hold special
meetings of their respective shareholders to approve the
Arrangement under the Business Corporations Act (Ontario) (the
“OBCA”). The special meeting of the holders
of common shares of Rio2 will be held on July 16, 2018 at the
offices of DLA Piper (Canada) LLP, Suite 6000, 100 King St W,
Toronto, Ontario M5X 1E2, at 9:00 a.m. (Toronto time). The
special meeting of the holders of common shares of Atacama Pacific
will be held on July 16, 2018 at the offices of Stikeman Elliott
LLP located at 5300 Commerce Court West, 199 Bay Street, Toronto,
Ontario, M5L 1B9 at 10:00 a.m. (Toronto time).
In connection with the Arrangement, at the Rio2
special meeting, Rio2 shareholders will also be asked to approve an
ordinary resolution approving the adoption of a new stock option
plan and a new share incentive plan for the issuer resulting from
the Arrangement, to be known as “Rio2 Limited”, with effect from
completion of the Arrangement. In addition, at the Atacama Pacific
special meeting, Atacama shareholders will also be asked to approve
a special resolution authorizing the continuance of Atacama Pacific
under the OBCA and an ordinary resolution approving the adoption of
a new stock option plan and a new share incentive plan for the
issuer resulting from the Arrangement with effect from completion
of the Arrangement. The full text of the resolutions and a more
detailed description of the Arrangement, the new stock option plan
and the new share incentive plan will be included in the
Circular.
The record date for determining the shareholders
of each of Rio2 and Atacama Pacific entitled to receive notice and
to vote at the respective special meetings of shareholders has been
fixed to be the close of business on June 8, 2018 as will be more
particularly described in the joint management information circular
(the “Circular”) of Rio2 and Atacama Pacific. All
shareholders entitled to vote are encouraged to vote in person or
by proxy at the special meetings.
In connection with the special meetings, Rio2
and Atacama Pacific will mail the Circular, together with the
letters of transmittal and related proxy materials to their
respective shareholders. The Circular, the letters of
transmittal and related proxy materials will also be available on
SEDAR under profile of each of Rio2 and Atacama Pacific at
www.sedar.com.
ABOUT RIO2 LIMITED
Rio2 is building a multi-asset,
multi-jurisdiction, precious metals company focused in the
Americas. With exploration platforms in Peru and Central America,
Rio2 Limited will continue pursuing additional strategic
acquisitions to compile an attractive portfolio of precious metals
assets where it can deploy its operational excellence and
responsible mining practices to create value for its shareholders.
Rio2 Limited has assembled a highly experienced executive team to
generate significant shareholder value, with proven technical
skills in the development and operations of mines and capital
markets experience. Through its strategy of acquiring precious
metals assets at exploration, development, and operating stages,
the executive team will grow Rio2 Limited and create long-term
shareholder value through the development of high-margin, strong
free-cash-flowing mining operations.
For more information about Rio2, please contact:
Alex Black President and Chief Executive Officer
alexb@rio2mining.comPhone: 416.570.3155
ABOUT ATACAMA PACIFIC GOLD
CORPORATION
Atacama Pacific’s business is the acquisition,
exploration and development of precious metals resources properties
in Chile. Atacama Pacific’s principal mineral property is the Cerro
Maricunga oxide-associated gold project, located in Chile’s Region
III, 140 kilometers by road northeast of the city of Copiapo.
For more information about Atacama Pacific Gold
Corporation, please contact:
Carl B. HansenPresident and CEOPhone:
416.861.8267Email: chansen@atacamapacific.com
Cautionary Statement on Forward-Looking
Information
This news release contains forward-looking
statements within the meaning of applicable securities laws. More
particularly and without limitation, this news release contains
forward-looking statements regarding the proposed Arrangement and
the timing of the special meetings of shareholders of each of Rio2
and Atacama Pacific. All statements, other than statements of
historical facts, that address activities that Rio2 and Atacama
Pacific assume, anticipate, plan, expect, believe, project, aim,
estimates or anticipate (and other similar expressions) will,
should or may occur in the future are forward-looking statements.
All of the forward-looking statements in this news release are
qualified by the assumptions that are stated or inherent in such
forward-looking statements. Although Rio2 and Atacama Pacific
believe these assumptions are reasonable, they are not exhaustive
of the factors that may affect any of the forward-looking
statements and the reader should not place undue reliance on these
assumptions and such forward-looking statements. No assurance can
be given that these factors, expectations and assumptions will
prove to be correct. Completion of the Arrangement is subject to
the satisfaction or waiver of number of conditions which are
typical for transactions of this nature, including, without
limitation, that the proceeds of Rio2's private placement of
subscription receipts for gross proceeds of $10,000,000, which
closed on May 31, 2018, have not been returned to investors prior
to the effective time of the Arrangement; a superior proposal for
Atacama Pacific has not been accepted; and the failure to obtain
approval of the shareholders of Rio2 or Atacama Pacific, the
non-satisfaction or waiver of which may result in the termination
of the arrangement agreement.
The forward-looking statements provided in this
news release are based on the current belief of management of each
of Rio2 and Atacama Pacific, based on currently available
information, as to the outcome and timing of future events. Rio2
and Atacama Pacific caution that their intention to proceed with
the Arrangement and other forward-looking statements relating to
Rio2 and Atacama are subject to all of the risks and uncertainties
normally incident to such endeavors. These risks relating to each
of Rio2 and Atacama Pacific include, but are not limited to, that
the Arrangement is not completed on the announced terms or at all.
Furthermore, the forward-looking statements contained herein are
made as at the date hereof and neither Rio2 nor Atacama Pacific
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by applicable securities laws. Readers are cautioned that the
foregoing list of factors is not exhaustive. Additional information
on these and other factors that could affect the completion of the
Arrangement as well as operations and financial results of each of
Rio2 and Atacama Pacific are included in reports on file with
Canadian securities regulatory authorities. Such reports are, and
the Circular, will be available on the SEDAR website
(www.sedar.com) or the websites of Rio2 (www.rio2limited.com) and
Atacama Pacific (www.atacamapacific.com) respectively.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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