Rio2 Limited and Atacama Pacific Gold Corporation Provide Update on Shareholder Meeting Voting
03 Juli 2018 - 2:00PM
NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Atacama Pacific Gold Corporation (“
Atacama”)
(TSXV:ATM) and Rio2 Limited (“
Rio2”) (TSXV:RIO)
wish to provide an update to the joint management information
circular (the “
Circular”) of Rio2 and Atacama and
the voting requirements for the Atacama shareholder meeting. Both
the Rio2 and Atacama shareholder meetings will be held on July 16,
2018 and closing of the transaction is expected on July 24, 2018.
Atacama clarifies that an additional 227,000
votes (0.27%) which are attached to Atacama Shares owned by Thomas
Pladsen, its Chief Financial Officer, will be excluded for purposes
of calculating majority of minority approval for purposes of
Multilateral Instrument 61-101 (“MI 61-101”). Mr.
Pladsen is deemed to own Atacama Shares issuable upon exercise of
vested, but unexercised options, and therefore holds more than one
percent (1%) of the outstanding Atacama Shares. As a result of the
change of control provisions in his employment agreement with
Atacama, he is therefore entitled to a “collateral benefit” and is
an “interested party” for purposes of MI 61-101 as the value of his
change of his collateral benefit is greater than five percent of
the amount of consideration that he is entitled to receive pursuant
to the Arrangement in exchange for the equity securities owned by
him. The aggregate amount of excluded votes for majority of
minority purposes is therefore 1,806,633 votes (together with
1,579,633 Atacama Shares held by Carl Hansen as disclosed in
Circular), which represent in the aggregate, 2.1% of the total
votes to be cast at the Atacama shareholder meeting.
In addition, Atacama clarifies that there have
been no prior valuations of Atacama Shares in the 24 months prior
to the announcement of the Arrangement, that all Atacama Options
were fully vested prior to the announced of the Arrangement and
that no Atacama Options will vest as a consequence of the
Arrangement. Atacama Options are not being included in the
Arrangement and all will, in accordance with their terms, be
exercisable for the number of Amalco Shares that the holder would
have been entitled to receive if the holder was a holder of the
Atacama Shares immediately prior to the effectiveness of the
Arrangement.
The Circular is available on SEDAR under the
profile of each of Rio2 and Atacama at www.sedar.com. Capitalized
terms reference in this press release and not defined herein are
defined in the Circular.
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’s business is the acquisition,
exploration and development of precious metals resources properties
in Chile. Atacama’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
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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