Press release from Marketwire
RB Energy Announces Completion of Business Combination
Friday, January 31, 2014
RB Energy Announces Completion of Business Combination17:30 EST Friday, January 31, 2014
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 31, 2014) - RB Energy Inc. ("RB Energy") is pleased to announce the completion of the previously announced arrangement (the "Arrangement") involving Sirocco Mining Inc. (TSX:SIM) ("Sirocco") and Canada Lithium Corp. (TSX:CLQ)(OTCQX:CLQMF) ("Canada Lithium").
Under the Arrangement, Canada Lithium acquired all of the issued and outstanding common shares of Sirocco, such that Sirocco became a wholly-owned subsidiary of Canada Lithium, for consideration consisting of 1.175 common shares of Canada Lithium on a pre-consolidation basis (representing approximately 0.3916 common shares of Canada Lithium on a post-consolidation basis) for each outstanding common share of Sirocco (the "Exchange Ratio") and Sirocco and Canada Lithium then amalgamated. Additionally, outstanding options to acquire Sirocco common shares were deemed to be exchanged for options to acquire Canada Lithium common shares, adjusted to reflect the Exchange Ratio. As a result of the Arrangement, Canada Lithium issued approximately 294 million common shares on a pre-consolidation basis (representing approximately 98 million common shares on a post-consolidation basis). The total consideration payable pursuant to the Arrangement valued Sirocco's equity at approximately C$120 million.
Upon completion of and in connection with the Arrangement, Canada Lithium consolidated its outstanding common shares (including the common shares issued to former shareholders of Sirocco under the Arrangement) on the basis of one new common share for every three existing common shares and changed its name to RB Energy Inc. (including Énergie RB Inc. in its French form).
Both the Sirocco common shares and the Canada Lithium common shares (on a pre-consolidation basis) are expected to continue to trade, as applicable, on the Toronto Stock Exchange (the "TSX") and the OTCQX Marketplace (the "OTCQX") until on or about February 4, 2014. Following this time, the Sirocco common shares will be de-listed from the TSX and applications will be made for Sirocco to cease to be a reporting issuer in the applicable jurisdictions. The Canada Lithium common shares are expected to commence trading on the TSX and the OTCQX on a post-consolidation basis under the name "RB Energy Inc." on or about February 5, 2014. The new stock symbol for RB Energy Inc. will be "RBI" on the TSX. The new OTCQX symbol is not yet known at this time.
RB Energy will be hosting a conference call at 10:00 a.m. (EST) / 7:00 a.m. (PST) on Tuesday, February 4, 2014 to review the Arrangement transaction, discuss current operations and expectations of RB Energy going forward. To access the call, please dial:
Canada & US: 416-340-2216
A replay of the conference call will be available until February 12, 2014 by dialing either 905-694-9451 (From Canada & the U.S.) or 800-408-3053 (Internationally) and entering passcode "3210496".
Registered Sirocco shareholders should send their completed and executed letters of transmittal and Sirocco certificates to the depositary for the Arrangement, Equity Financial Trust Company, as soon as possible in order to receive the RB Energy common shares to which they are entitled under the Arrangement. A copy of the Sirocco letter of transmittal is available under Sirocco's profile on SEDAR at www.sedar.com.
Registered Canada Lithium shareholders should similarly send their completed and executed letters of transmittal and Canada Lithium certificates to the depositary for the consolidation, Equity Financial Trust Company, as soon as possible in order to receive certificates representing their RB Energy common shares. A copy of the Canada Lithium letter of transmittal is available under RB Energy's profile on SEDAR at www.sedar.com.
Sirocco shareholders approved the Arrangement at a special meeting held on January 28, 2014, and Canada Lithium shareholders approved the continuation of Canada Lithium from the Business Corporations Act (Ontario) to the Canada Business Corporations Act, the issuance of Canada Lithium common shares pursuant to the Arrangement, the consolidation of Canada Lithium common shares on a 3-for-1 basis, and the change of Canada Lithium's name to "RB Energy Inc." (including "Énergie RB Inc." in its French form) at a special meeting held on the same day as the Sirocco special meeting. The Arrangement was approved by the Supreme Court of British Columbia pursuant to a final order dated January 29, 2014, following which Sirocco and Canada Lithium completed the transactions described above.
Further information regarding the Arrangement and the transactions related thereto is available under the profiles of Sirocco and RB Energy on SEDAR at www.sedar.com.
About RB Energy
RB Energy Inc. is a Canadian company formed pursuant to the arrangement involving Sirocco Mining Inc. and Canada Lithium Corp. It currently owns Aguas Blancas, an iodine producing mine in northern Chile, and the Quebec Lithium Project near Val d'Or, the geographical heart of the Quebec mining industry. The Aguas Blancas mine is currently in production. The Quebec Lithium Project has completed construction and is in the commissioning phase of an open-pit mine and on-site processing plant. For more information regarding RB Energy, Sirocco, or Canada Lithium, please refer to their respective public filings available at www.sedar.com.
Certain information contained in this news release, including any information relating to the benefits of the Arrangement, trading of the RB Energy common shares on the TSX and OTCQX, RB Energy's expectations and RB Energy's plans for its properties are "forward-looking statements". These forward-looking statements relate to future events or future performance and reflect RB Energy's expectations regarding the Arrangement, and the future growth, results of operations, business prospects and opportunities of RB Energy. These forward-looking statements also reflect RB Energy's current internal projections, expectations or beliefs and are based on information currently available to RB Energy. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. The estimates and assumptions of RB Energy underlying the forward-looking statements in this news release which may prove to be incorrect include, but are not limited to, the various assumptions set forth in the Sirocco and Canada Lithium December 24, 2013 management information circulars. Assumptions upon which such forward looking information regarding the Arrangement and the transactions related thereto also include the assessment of RB Energy's management of the effects of the Arrangement and the transactions related thereto on the business of RB Energy, the trading of RB Energy common shares on the TSX and OTCQX, the accuracy of RB Energy's mineral reserve and mineral resource estimates and the viability, expansion and development of RB Energy's material mineral project sites as well as financial predictions premised on such assumptions. Although RB Energy believes that the forward-looking information contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. RB Energy expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
RB Energy Inc.