Rio2 Limited and Atacama Pacific Gold Corporation Announce Shareholder Approval of Arrangement
16 Juli 2018 - 8:03PM
Rio2 Limited (“
Rio2”) (TSXV:RIO) and Atacama
Pacific Gold Corporation (“
Atacama Pacific”)
(TSXV:ATM) are pleased to announce that the shareholders of Rio2
and the shareholders of Atacama Pacific have voted to approve the
proposed business combination of Rio2 and Atacama Pacific by way of
a Plan of Arrangement (the “
Arrangement”)
announced on May 14, 2018. Rio2 and Atacama Pacific will make
application to the Ontario Superior Court of Justice for a final
order approving the Arrangement on July 23, 2018. The combined
company resulting from the Arrangement will continue to operate
under the name "Rio2 Limited" and will be managed by Rio2's
existing executive team led by Alex Black as President and Chief
Executive Officer.
Rio2 held a Special Meeting of Shareholders at
which 100% of the common shares of Rio2 represented at the meeting
were voted in favour of the Arrangement. Rio2 shareholders also
approved at the meeting 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
“Incentive Plans”).
Atacama Pacific also held a Special Meeting of
Shareholders at which in excess of 99% of the common shares of
Atacama Pacific represented at the meeting were voted in favour of
the Arrangement after excluding votes for the purposes of
calculating majority of minority approval as required under
Multilateral Instrument 61-101. At the meeting, Atacama Pacific
shareholders also approved the Incentive Plans as well as the
continuance of Atacama Pacific under the Business Corporation Act
(Ontario), the continuance being required in order to complete the
Arrangement, and the Incentive Plans. Atacama Pacific intends to
complete the continuance later today.
It is expected that the Arrangement will be
completed on or about July 24, 2018, subject to receipt of a final
order approving the Arrangement from the Ontario Superior Court of
Justice and the satisfaction or waiver of all other conditions to
the Arrangement and that the shares of the combined company
resulting from the Arrangement will commence trading on the TSX
Venture Exchange on or about July 30, 2018 under the symbol
“RIO”.
For more information about the Arrangement,
please see the Joint Management Information Circular of Rio2 and
Atacama Pacific dated June 14, 2018 and available on SEDAR under
the profiles 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 Chief Executive
Officerchansen@atacamapacific.comPhone: 416.861.8267
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 completion of the Arrangement. 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; and a superior proposal
for Atacama Pacific has not been accepted.
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 Pacific 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 and the joint management information circular are
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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